You are cordially invited to attend a special meeting of stockholders of Global Business Travel Group, Inc., a Delaware corporation (the “Company”), which will be held virtually on [•], 2026 at [•] a.m., Eastern Time (including any adjournments or postponements thereof, the “Special Meeting”). Stockholders will be able to attend the Special Meeting and examine the list of stockholders entitled to vote at the Special Meeting during the Special Meeting by visiting www.virtualshareholdermeeting.com/GBTG2026SM and using the 16-digit control number included in your proxy materials. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in the accompanying proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting. Please note that the accompanying proxy statement is dated [•], 2026 and the form of proxy is first being mailed to holders (the “Company stockholders”) of shares of Class A common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”) on or about [•], 2026.

At the Special Meeting, you will be asked to consider and vote upon the adoption of the Agreement and Plan of Merger, dated as of May 2, 2026 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, Gaia Purchaser, Inc., a Delaware corporation (“Parent”), and Gaia Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), which provides for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”) in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) on the terms and conditions set forth in the Merger Agreement. Parent and Merger Sub were formed by Long Lake Management Holdings Inc. (“Long Lake”).

If the Merger is completed, you will be entitled to receive $9.50 in cash, without interest thereon (the “Merger Consideration”), for each issued and outstanding share of Company Common Stock that you own as of immediately prior to the effective time of the Merger (the “Effective Time”), unless you seek and perfect your statutory rights of appraisal under Delaware law, and specifically, the DGCL.

In connection with the execution of the Merger Agreement, Parent, Merger Sub and the Company entered into voting agreements (collectively, the “Voting Agreements”) with each of: (a) American Express International, Inc.; (b) EG Corporate Travel Holdings LLC; (c) QIA Retail Holding LLC; and (d) BR Investors Juweel, L.P, in each case, pursuant to which the Company has certain third-party beneficiary rights. Under the Voting Agreements, the Company stockholders party thereto have agreed to, among other things, vote or execute consents with respect to all of their shares of Company Common Stock in favor of the adoption of the Merger Agreement and approval of the Merger and against any Acquisition Proposal (as defined in the Merger Agreement), subject to certain terms and conditions contained therein. As of [•], the record date for the Special Meeting, the shares of Company Common Stock covered by the Voting Agreements collectively constitute approximately [•]% of the outstanding shares of Company Common Stock, subject to the terms, limitations, and termination provisions, set forth in the Voting Agreements.

The board of directors of the Company (the “Company Board”) previously established a special committee of the Company Board consisting only of independent and disinterested directors (the “Special Committee”) for the purpose of negotiating, overseeing the negotiation of and/or rejecting any potential strategic transactions outside the ordinary course of business and all matters pertaining thereto on behalf of the Company, including recommending in favor of or against any such strategic transaction to the Company Board and/or the Company stockholders and exploring potential alternative transactions. The Company Board delegated to the Special Committee the power and authority of the Company Board, to the fullest extent permitted by applicable law and the Company’s bylaws, with respect to matters relating to, or arising from, any such strategic transaction or potential alternative transaction. The Special Committee reviewed, evaluated and determined whether to recommend to the Company Board that the Merger Agreement, the Voting Agreements and the other agreements and documents contemplated by the Merger Agreement and the Voting Agreements (collectively, the “Transaction Documents”) and the transactions contemplated thereby, including the Merger (collectively such transactions, the “Transactions”) and unanimously (a) determined that the Merger Agreement, the Transaction Documents and the Transactions on the terms and subject to the conditions set forth therein

are fair to, advisable and in the best interests of the Company and the Company stockholders and (b) recommended that the Company Board (i) approve and declare advisable the Merger Agreement, the Transaction Documents and the Transactions and (ii) recommend that the Company stockholders adopt the Merger Agreement.

Acting upon the unanimous recommendation of the Special Committee, the Company Board (a) determined that it is in the best interests of the Company and the Company stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (b) approved the execution and delivery of the Merger Agreement and certain other ancillary agreements (including the Voting Agreements) by the Company, the performance by the Company of the covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; (c) resolved to recommend that the Company stockholders adopt the Merger Agreement in accordance with the DGCL on the terms and subject to the conditions set forth in the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by the Company stockholders at a meeting thereof on the terms and subject to the conditions set forth in the Merger Agreement.

Accordingly, the Company Board recommends a vote “FOR” the proposal to adopt the Merger Agreement and “FOR” each of the other proposals to be voted on at the Special Meeting.

The proxy statement accompanying this letter provides you with more specific information concerning the Special Meeting, the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of each of the Special Committee and the Company Board in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the proxy statement, the accompanying annexes and any documents incorporated by reference in the proxy statement carefully and in their entirety.

Your vote is important, regardless of the number of shares of Company Common Stock you own. The Merger cannot be completed unless the Merger Agreement is adopted by Company stockholders holding a majority of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting. Only stockholders of shares of Company Common Stock of record as of the close of business on [•], 2026, the record date for the Special Meeting, are entitled to receive notice of and to vote the shares of Company Common Stock they held on the record date at the Special Meeting. Whether or not you plan to attend the Special Meeting virtually, to ensure your representation at the Special Meeting, we urge you to vote or submit a proxy via the Internet at www.proxyvote.com or by submitting a proxy via telephone at 1-800-690-6903 by following the instructions on the physical proxy card you received in the mail and which are also provided on that website; or, by signing, voting and returning the accompanying proxy card by mail in the prepaid reply envelope. If you attend the Special Meeting, you may vote electronically at the meeting even if you have previously returned your proxy card or have submitted a proxy via the Internet or by telephone and your electronic vote at the Special Meeting will revoke any proxy that you have previously submitted.

If you are a beneficial owner of shares of Company Common Stock (i.e., you hold in “street name”), you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

On behalf of the Company Board, I thank you for your ongoing support and appreciate your consideration of these matters.

The accompanying proxy statement is dated [•], 2026, and is first being mailed to Company stockholders on or about [•], 2026.

Notice is hereby given that a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of Global Business Travel Group, Inc., a Delaware corporation (the “Company”), will be held virtually on [•], 2026, at [•] a.m., Eastern Time, for the following purposes:

Only holders (the “Company stockholders”) of shares of Class A common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”), as of the close of business on [•], 2026, are entitled to notice of, and to vote at, the Special Meeting.

All Company stockholders are cordially invited to attend the Special Meeting. Similar to the Company’s annual stockholder meetings, the Company is pleased to conduct the Special Meeting solely online via the Internet through a live webcast and online stockholder tools. Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/GBTG2026SM and by using the 16-digit control number included in their proxy materials. You will not be able to attend the Special Meeting physically in person. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

The board of directors of the Company (the “Company Board”) recommends that Company stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies for the Merger Proposal.

Under Delaware law, Company stockholders that are holders of record and beneficial owners of Company Common Stock (and record and beneficial owners of shares of Company Common Stock held either in voting trust or by a nominee on behalf of such persons) who do not vote in favor of the adoption of the Merger Agreement and who otherwise comply with the requirements under Section 262 of the Delaware General Corporation Law (the “DGCL”) will have the right to seek appraisal of the “fair value” of their shares of Company Common Stock (exclusive of any element of value arising from the accomplishment or expectation of the Merger and together with interest thereon, as described in the accompanying proxy statement), as determined by Section 262 of the DGCL. To do so, a Company stockholder that is a holder of record or beneficial owner must properly demand appraisal before the vote is taken on the Merger Agreement and comply with all

other requirements of the DGCL, including Section 262 of the DGCL, which are summarized in the section of the accompanying proxy statement titled “Appraisal Rights.” A copy of Section 262 of the DGCL, which details the applicable Delaware appraisal statute, may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and is incorporated in this notice by reference.

Whether or not you plan to attend the Special Meeting virtually, to ensure your representation at the Special Meeting, we urge you to vote or submit a proxy via the Internet at www.proxyvote.com or submit a proxy by telephone at 1-800-690-6903 by following the instructions on the physical proxy card you received in the mail and which are also provided on that website; or by signing, voting and returning the accompanying proxy card by mail in the prepaid reply envelope. If you attend the Special Meeting, you may vote electronically at the meeting even if you have previously returned your proxy card or have submitted a proxy via the Internet or by telephone and your electronic vote at the Special Meeting will revoke any proxy that you have previously submitted.

If you are a beneficial owner of shares of Company Common Stock (i.e., you hold in “street name”), you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies for the Merger Proposal.

Whether or not you plan to attend the Special Meeting virtually, please submit your proxy as soon as possible, whether over the Internet, by telephone or by completing, signing and returning the accompanying proxy card by mail in the prepaid reply envelope. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you are a beneficial owner of shares of Company Common Stock (i.e., you hold in “street name”), you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a holder of record of Company Common Stock, voting electronically at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” to vote in person at the Special Meeting.

If you fail to (a) return your proxy card; (b) grant your proxy electronically over the Internet or by telephone; or (c) vote by virtual ballot in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the other proposals.

The following questions and answers are intended to briefly address some commonly asked questions regarding the Special Meeting and the Merger. These questions and answers may not address all questions that may be important to you as a holder of Company Common Stock. You should read the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to and incorporated by reference in this proxy statement.

On May 2, 2026, the Company entered into the Merger Agreement with Parent and Merger Sub. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent.

You are receiving this proxy statement in connection with the solicitation of proxies by the Company Board in favor of the proposal to adopt the Merger Agreement and the other matters to be voted on at the Special Meeting as described in this proxy statement. This proxy statement includes information that we are required to provide to you under the SEC rules and is designed to assist you in voting on the matters presented at the Special Meeting.

Each share of Company Common Stock, Class A-1 Preferred Stock (if any) or Class B-1 Preferred Stock (if any) that is issued and outstanding as of immediately following the Effective Time (other than (a) shares of Company Common Stock, Class A-1 Preferred Stock (if any) and Class B-1 Preferred Stock (if any) that are (i) held by the Company as treasury stock, (ii) owned by Parent or Merger Sub as of immediately prior to the Effective Time or (iii) considered issued and outstanding but unvested and in order to be considered as vested, must meet the price thresholds set forth in the Sponsor Side Letter (as defined in the Merger Agreement), (b) any shares of Company Common Stock that are held immediately prior to the Effective Time by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company, or (c) any shares of Company Common Stock as to which holders have properly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) will be automatically canceled, extinguished and converted into the right to receive the Merger Consideration.

The exchange of shares of Company Common Stock for cash pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes. For a more detailed description of the U.S. federal income tax consequences of the Merger, see the section of this proxy statement titled “The Merger — U.S. Federal Income Tax Considerations.” You are urged to consult your own tax advisor for a full understanding of how the Merger will affect you for federal, state, local and/or non-U.S. tax purposes.

The Merger Consideration of $9.50 per share of Company Common Stock in cash represents a premium of approximately 60.2% to the Company’s unaffected closing share price of $5.93 on May 1, 2026, the last trading day prior to media reports regarding a potential transaction involving the Company. On [•], the most recent practicable date before the filing of this proxy statement, the closing price of Company Common Stock was $[•] per share. You are encouraged to obtain current market quotations for Company Common Stock in connection with voting your shares of Company Common Stock.

At the Effective Time, each In-the-Money Company Option that is outstanding as of immediately prior to the Effective Time, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the number of shares of Company Common Stock subject to such In-the-Money Company Option as of immediately prior to the Effective Time and (b) the excess of the per share price of $9.50 over the exercise price per share of such In-the-Money Company Option.

At the Effective Time, each Company Option that is not an In-the-Money Company Option that is outstanding as of immediately prior to the Effective Time, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled without any cash payment or other consideration being made in respect thereof.

At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time, will, as of immediately prior to the Effective Time, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the per share price of $9.50 and (b) the total number of shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time.

At the Effective Time, each Company PSU that is outstanding as of immediately prior to the Effective Time will, as of immediately prior to the Effective Time, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the per share price of $9.50 and (b) the greater of (i) the target number of shares of Company Common Stock subject to such Company PSU as of immediately prior to the Effective Time and (ii) the number of shares of Company Common Stock to be earned based on actual achievement of the performance criteria set forth in the applicable award agreement as of immediately prior to the Effective Time.

The Company’s ESPP will be afforded the treatment described under the section of this proxy statement titled “The Merger — Treatment of the Company’s Equity Awards.”

For more information on the treatment of Company equity awards, please see the section of this proxy statement titled “The Merger — Certain Effects of the Merger” and “The Merger — Treatment of the Company’s Equity Awards.”

The special meeting will be held virtually on [•], 2026 at [•] a.m., Eastern Time (unless adjourned or postponed to a different date and time). The Company is conducting the Special Meeting solely online via the Internet through a live webcast and online stockholder tools. Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/GBTG2026SM and by using the 16-digit control number included in their proxy materials.

Only Company stockholders that are holders of record of Company Common Stock as of the close of business on [•], 2026, the record date for the Special Meeting, are entitled to vote the shares of Company Common Stock they held as of the record date at the Special Meeting. As of the close of business on the record date, there were [•] shares of Company Common Stock issued and outstanding and entitled to vote. On each of the proposals presented at the Special Meeting, each Company stockholder is entitled to one vote for each share of Company Common Stock held by such stockholder on the record date.

The Company is hosting the Special Meeting virtually. There will be no physical location for stockholders to attend. Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/GBTG2026SM and by using the 16-digit control number included in their proxy materials.

Stockholders of record: If your shares of Company Common Stock were registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, in order to participate in the Special Meeting, you will need your 16-digit control number included on the proxy card previously distributed to you. If you are a holder of record, you may vote electronically during the Special Meeting by following the instructions available at www.virtualshareholdermeeting.com/GBTG2026SM.

Stockholders holding shares in “street” name: If your shares of Company Common Stock are beneficially held in “street name” through a brokerage firm, bank, trust or other similar organization and you do not have a 16-digit control number, in order to participate in the Special Meeting, you must first obtain a legal proxy from your broker, bank or other nominee reflecting the number of shares of Company Common Stock you held as of the record date, your name and email address. If you beneficially hold your Company Common Stock in “street name,” you must obtain the appropriate documents from your broker, bank, trustee, or nominee, giving you the right to vote the shares at the Special Meeting.

Instructions on how to attend and participate in the Special Meeting via the webcast are posted at www.virtualshareholdermeeting.com/GBTG2026SM.

You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We encourage you to access the meeting prior to the start time to allow ample time to complete the online check-in process. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be provided on the log-in page.

At the Special Meeting, Company stockholders will be asked to consider and vote on the following proposals:

The representation in person (virtually) or by proxy of Company stockholders holding a majority of the outstanding shares of Company Common Stock entitled to vote will constitute a quorum at the Special Meeting. Votes “withheld,” abstentions and “broker non-votes” are counted as present for purposes of establishing a quorum.

The inspector of election will treat abstentions as present for purposes of determining the presence of a quorum. If a quorum is not present, the only business that can be transacted at the Special Meeting is the adjournment or postponement of the meeting to another date or time.

The Company does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is expected to be considered non-routine.

The following table summarizes the voting requirements and the effects of broker non-votes or abstentions on each of the proposals to be voted on at the Special Meeting:

Under NYSE rules, brokers have discretion to vote the shares of customers who fail to provide voting instructions on “routine matters,” but brokers may not vote such shares on “non-routine matters” without voting instructions. When a broker is not permitted to vote the shares of a customer who does not provide voting instructions, it is called a “broker non-vote.” If you do not provide your broker with voting instructions, your broker will not be able to vote your shares with respect to (a) the Merger Proposal; (b) the Advisory Compensation Proposal; and (c) the Adjournment Proposal.

The Company does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Special Meeting is expected to be considered non-routine. As a result, no bank, broker or other nominee will be permitted to vote your shares of Company Common Stock at the

Special Meeting without receiving instructions. Failure to instruct your bank, broker or other nominee as to how to vote your shares of Company Common Stock will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the Advisory Compensation Proposal or the Adjournment Proposal.

After considering the unanimous recommendation of the Special Committee and various factors described in the section of this proxy statement titled “The Merger — Reasons for the Merger; Recommendation of the Special Committee and the Company Board,” the Company Board (a) determined that it is in the best interests of the Company and the Company stockholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth therein; (b) approved the execution and delivery of the Merger Agreement and certain other ancillary agreements (including the Voting Agreements) by the Company, the performance by the Company of the covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; (c) resolved to recommend that the Company stockholders adopt the Merger Agreement in accordance with the DGCL on the terms and subject to the conditions set forth in the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by the Company stockholders at a meeting thereof on the terms and subject to the conditions set forth in the Merger Agreement (collectively, the “Company Board Recommendation”).

The Company Board recommends a vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies for the Merger Proposal.

Yes, in considering the recommendations of the Special Committee and the Company Board with respect to the Merger Agreement, you should be aware that, aside from their interests as holders of Company Common Stock, certain of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of Company stockholders generally. In addition, the Special Committee and the Company Board were aware of and considered these interests, among other matters, in evaluating the Merger and making such recommendations. See the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

The SEC, in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, adopted rules that require the Company to seek an advisory (non-binding) vote with respect to compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger.

The vote on the Advisory Compensation Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. The approval of the Advisory Compensation Proposal is advisory and non-binding and is not a condition to the completion of the Merger. Because the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on the Company, the Company Board, Parent or the surviving corporation. Accordingly, because the Company is contractually obligated to pay the compensation, if the Merger Agreement is adopted by the Company stockholders and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of this advisory, non-binding vote.

The record date for the Special Meeting is earlier than the date of the Special Meeting and the expected Effective Time of the Merger. If you sell or transfer your shares of Company Common Stock after the record date, but before the Special Meeting, you will retain your right to vote such shares at the Special Meeting. However, the right to receive the Merger Consideration with respect to such shares, if the Merger is completed, will pass to the person to whom you

transferred your shares. In order to receive the Merger Consideration in connection with the Merger, you must hold your shares of Company Common Stock through the Effective Time. In addition, if you demand appraisal for any of your shares of Company Common Stock, you will lose your right to appraisal with respect to any such shares that you thereafter sell or transfer prior to the Effective Time.

A proxy is your legal designation of another person to vote your shares of Company Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Company Common Stock is called a “proxy card.”

Regardless of the method you choose to vote, the individuals named on the accompanying proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal.

If you are a holder of record, you may change your vote or revoke your proxy at any time before your shares are voted at the Special Meeting, as applicable, by (a) delivering a written notice of revocation to the attention of the Corporate Secretary, Global Business Travel Group, Inc., at our principal executive office at 666 3^rd Avenue, 4^th Floor, New York, NY 10017; (b) duly submitting a later-dated proxy over the Internet, by mail, or if applicable, by telephone; or (c) attending the virtual Special Meeting and voting during the meeting. Attendance at the Special Meeting will not, by itself, revoke a proxy. If your shares are held beneficially in “street name,” you should follow the instructions provided by your broker, bank or other nominee to change your vote or revoke your proxy.

If your shares are registered directly in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, to be the “holder of record.” In that case, this proxy statement and your proxy card have been sent directly to you by the Company.

If you are a holder of record as of the record date, you may vote by submitting your proxy via the Internet, by telephone or by completing, signing and returning the accompanying proxy card by mail in the prepaid reply envelope. You may also vote your shares by ballot via the Internet during the Special Meeting. If you submit your proxy by Internet, telephone or mail, and you do not subsequently revoke your proxy, your shares of Company Common Stock will be voted in accordance with your instructions. If you attend the Special Meeting in a virtual format and vote by virtual ballot, your previous vote by proxy will not be counted. Even if you plan to attend the Special Meeting, you are encouraged to submit your vote by proxy as early as possible to ensure that your shares will be represented. For more detailed instructions on how to vote using one of these methods, see the section of this proxy statement titled “The Special Meeting — Voting Procedures.”

If you are a holder of record of shares of Company Common Stock and you submit a proxy card or voting instructions but do not direct how to vote on each item, the persons named as proxies will vote your shares in favor of each of the Merger Proposal, the Advisory Compensation Proposal and, if necessary or appropriate, the Adjournment Proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Company Common Stock (i.e., you hold in “street name”). In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the holder of record.

If you are a beneficial owner of shares of Company Common Stock (i.e., you hold in “street name”), you must follow the instructions from your bank, broker or other nominee in order to vote such shares. Your bank, broker or other nominee will vote your shares only if you provide instructions on how to vote by properly completing the voting instruction form sent to you by your bank, broker or other nominee with this proxy statement. Without providing those instructions, your shares will not be voted, which will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the Advisory Compensation Proposal or the Adjournment Proposal.

If you abstain from voting with respect to any proposal, it will have the same effect as a vote “AGAINST” each of the Merger Proposal but will have no effect on the outcome of the Advisory Compensation Proposal or the Adjournment Proposal.

If you fail to cast your vote via the Internet during the Special Meeting or by proxy or fail to give voting instructions to your bank, broker or other nominee, any such failure will have the same effect as a vote “AGAINST” the Merger Proposal but will have no effect on the outcome of the Advisory Compensation Proposal or the Adjournment Proposal.

You may receive more than one set of voting materials, including multiple copies of this proxy statement or multiple proxy or voting instruction cards. For example, if you hold your shares of Company Common Stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares of Company Common Stock. If you are a holder of Company Common Stock of record and your shares of Company Common Stock are registered in more than one name, you will receive more than one proxy card.

Please submit your proxy and/or voting instructions for each set of materials that you receive to ensure that all your shares of Company Common Stock are voted.

If available, we may announce preliminary voting results at the conclusion of the Special Meeting. We intend to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting. All reports that the Company files with the SEC are publicly available when filed. For more information, see the section of this proxy statement titled “Where You Can Find Additional Information.”

If the Merger is completed, and certain conditions set forth in Section 262(g) of the DGCL are satisfied, the Company stockholders that are holders of record and beneficial owners of Company Common Stock who continuously hold shares of Company Common Stock through the Effective Time and who do not vote such shares in favor of the adoption of the Merger Agreement, and beneficial owners of shares of Company Common Stock held either in voting trust or by a nominee on behalf of such person who beneficially owns shares of Company Common Stock through the Effective Time that are not voted in favor of the adoption of the Merger Agreement, and in either case who properly demand appraisal of their applicable shares and do not withdraw their demands or otherwise lose their rights to appraisal, and who otherwise comply with the applicable requirements of Section 262 of the DGCL, will be entitled to seek appraisal of their shares of Company Common Stock in connection with the Merger under Section 262 of the DGCL. This means such holders of record and beneficial owners of shares of Company Common Stock will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Company Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest on the amount determined to be fair value, if any, as determined by the court (or, in certain circumstances described below, on the difference between the amount determined to be the fair value and the amount paid to each stockholder entitled to appraisal prior to the entry of judgment in the appraisal proceeding). Holders of record and beneficial owners of Company Common Stock who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The requirements under Section 262 of the DGCL for exercising appraisal rights are described in additional detail in this proxy statement, and Section 262 of the DGCL regarding appraisal rights is accessible without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply with the provisions of Section 262 of the DGCL in a timely and proper manner may result in the loss of appraisal rights. See the section of this proxy statement titled “Appraisal Rights.”

We are working toward completing the Merger as promptly as possible, and currently expect the transaction to close in the second half of 2026, pending the receipt of applicable regulatory approvals and a stockholder vote in favor of the adoption of the Merger Agreement. However, the exact timing of completion of the Merger cannot be accurately predicted, because the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to Parent’s, Merger Sub’s and the Company’s respective obligations to consummate the Merger, some of which are not within the parties’ control. For more information, see the section of this proxy statement titled “The Merger Agreement — Conditions to Consummation of the Merger.”

If the Merger is consummated, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will thereupon cease, and the Company will continue to exist following the Merger as a wholly owned subsidiary of Parent. Following completion of the Merger, all shares of Company Common Stock will be delisted from the NYSE, and the registration of shares of Company Common Stock under the Exchange Act will be terminated. Thereafter, the Company would no longer be a publicly traded company, and the Company will no longer file periodic reports with the SEC on account of Company Common Stock.

If the Merger Proposal is not approved by the Company stockholders, or if the Merger is not completed for any other reason, the Company stockholders will not receive any payment for their shares of Company Common Stock in connection with the Merger. Instead, the Company will remain an independent public company and stockholders will continue to own their shares of Company Common Stock. Company Common Stock will continue to be registered under the Exchange Act and listed and traded on the NYSE, and we will continue to file periodic reports with the SEC on account of Company Common Stock. In addition, if the Merger is not completed, the Company stockholders will continue to be subject to the same risks and opportunities to which they are currently subject. Under certain circumstances, if the Merger is not completed, the Company may be obligated to pay to Parent the Company Termination Fee or Parent may be obligated to pay to the Company the Parent Termination Fee, as applicable. For more information, see the section of this proxy statement titled “The Merger Agreement — Termination Fees.”

The SEC permits companies to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if we provide advance notice and follow certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. If your shares are beneficially held in “street name,” you will receive your proxy card or other voting information from your bank, broker or other nominee and you will return your proxy card(s) to your bank, broker or other nominee. You should vote on and sign each proxy card you receive as discussed above. To request that only one copy of any of these materials be mailed to your household, please contact your bank, broker or other nominee.

This proxy statement contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including, but not limited to, statements regarding the Merger, stockholder approvals, the expected timetable for completing the Merger, the expected benefits of the Merger, and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. Forward-looking statements may give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. For example, all statements we make relating to our expectations relating to the Merger and the transactions contemplated by the Merger Agreement, our estimated and projected costs, expenditures, cash flows, growth rates, and financial results or our plans and objectives for future operations, growth initiatives, or strategies are forward-looking statements. All forward-looking statements are subject to risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including, but not limited to:

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based on detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations are disclosed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 and “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in any subsequent Quarterly Reports on Form 10-Q. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not include all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this proxy statement are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as otherwise required by law.

The Company is a leading technology and services company for travel, expense, and meetings & events. We are committed to offering companies and their travelers access to the most valuable marketplace in business travel for one simple reason: when people come together, great ideas come to life. We believe business travel is a fundamental driver of progress and innovation that can be both transactional and transformational. Our comprehensive and competitive marketplace, industry-leading software, artificial intelligence-powered efficiencies and 24/7 global support team offer solutions, savings, and flexibility for companies of every size. We believe this is why the Company is one of the most trusted brands in the industry, dedicated to enabling better business travel.

The Company is a corporation organized in the State of Delaware. The Company Common Stock is currently listed on the NYSE under the symbol “GBTG.” Our principal executive offices are located at 666 3^rd Avenue, 4^th Floor, New York, NY 10017. Our telephone number is (646) 344-1290. Our website address is https://www.amexglobalbusinesstravel.com/. The information contained on, or that can be accessed through, our website is not incorporated by reference into or otherwise part of this proxy statement. Additional information about the Company is contained in our public filings. See the section of this proxy statement titled “Where You Can Find Additional Information.”

Parent is a privately held Delaware corporation affiliated with Long Lake. Parent was formed solely for the purposes of engaging in the Merger. Parent has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with the Merger. Parent’s principal executive offices are located at 32 Avenue of the Americas, New York, NY 10013, telephone number (352) 234-4837.

Merger Sub is a privately held Delaware corporation and a direct wholly owned subsidiary of Parent that was formed solely for the purpose of engaging in the Merger. Merger Sub has not carried on any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with the Merger. Upon the consummation of the Merger, Merger Sub will merge with and into the Company, and the separate corporate existence of Merger Sub will cease. Merger Sub’s principal executive offices are located at 32 Avenue of the Americas, New York, NY 10013, telephone number (352) 234-4837.

We are furnishing this proxy statement to the Company stockholders as part of the solicitation of proxies by the Company Board for use at the Special Meeting and at any adjournments or postponements thereof.

The Special Meeting will be held virtually on [•], 2026, at [•] a.m., Eastern Time (unless adjourned or postponed to a different date and time). Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/GBTG2026SM and by using the 16-digit control number included in your proxy materials. The Company is conducting the Special Meeting solely online via the Internet through a live webcast and online stockholder tools.

At the Special Meeting, Company stockholders will be asked to consider and vote on the following proposals:

A copy of the Merger Agreement is attached as Annex A to this proxy statement.

In evaluating the Merger and the other transactions contemplated by the Merger Agreement, the Special Committee, comprised solely of independent and disinterested directors, consulted with members of Company management, Kirkland and Rothschild & Co. After careful and thorough consideration, at a meeting held on May 1, 2026, the Special Committee unanimously determined that the Merger Agreement, the Voting Agreements and the other agreements and documents contemplated by the Transaction Documents and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth therein, are fair to, advisable and in the best interests of the Company and the Company stockholders, and recommended that the Company Board (a) approve and declare advisable the Merger Agreement, the Transaction Documents and the transactions contemplated thereby and (b) recommend adoption of the Merger Agreement to the Company stockholders.

In evaluating the Merger and the other transactions contemplated by the Merger Agreement, the Company Board consulted with members of Company management, Skadden, Kirkland and Rothschild & Co, and considered the recommendations of the Special Committee. After careful and thorough consideration, at a meeting held on May 1, 2026, the Company Board, acting upon the unanimous recommendation of the Special Committee, (a) determined that it is in the best interests of the Company and the Company stockholders, and declares it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (b) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; (c) resolved to recommend that the Company stockholders adopt the Merger Agreement in accordance with the DGCL on the terms and subject to the conditions set forth in the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by the Company stockholders at a meeting thereof on the terms and subject to the conditions set forth in the Merger Agreement. Accordingly, the Company Board recommends that Company stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies for the Merger Proposal.

For a discussion of the material factors that the Special Committee and Company Board considered in determining to recommend the adoption of the Merger Agreement, see the section of this proxy statement titled “The Merger — Reasons for the Merger; Recommendation of the Special Committee and the Company Board.”

Only Company stockholders of record as of the close of business on [•], 2026, the record date for the Special Meeting, are entitled to receive notice of and to vote the shares of Company Common Stock they held on the record date at the Special Meeting. As of the close of business on the record date, [•] shares of Company Common Stock were issued

and outstanding and entitled to be voted at the Special Meeting. On each of the proposals presented at the Special Meeting, each Company stockholder is entitled to one vote for each share of Company Common Stock held by such stockholder on the record date. Assuming a quorum is present, the adoption of the Merger Proposal by the Company stockholders requires the affirmative vote of Company stockholders holding a majority of the outstanding shares of Company Common Stock entitled to vote thereon as of the close of business on the record date.

A list of Company stockholders of record entitled to vote at the Special Meeting will be accessible on the virtual meeting website during the Special Meeting for those attending the Special Meeting and, additionally, for ten days prior to the Special Meeting, at our corporate offices at 666 3^rd Avenue, 4^th Floor, New York, NY 10017.

Company stockholders holding a majority of the outstanding shares of Company Common Stock issued and outstanding and entitled to vote and represented in person (virtually) or by proxy will constitute a quorum at the Special Meeting. Votes “withheld,” abstentions and “broker non-votes” are counted as present for purposes of establishing a quorum. If there fails to be a quorum at the Special Meeting, the chair of the meeting or the Company stockholders holding a majority of the voting power of the shares of Company Common Stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another time and/or place. The inspector of election appointed for the Special Meeting will determine whether a quorum is present.

If a quorum is not present, the only business that can be transacted at the Special Meeting is the adjournment or postponement of the meeting to another date or time.

Assuming a quorum is present, the approval of the Merger Proposal requires the affirmative vote of the Company stockholders holding a majority of the outstanding shares of Company Common Stock entitled to vote as of the close of business on the record date. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a holder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

Under the Merger Agreement, approval of the Merger Proposal by the Company stockholders is a condition to the consummation of the Merger. As of [•], the record date for the Special Meeting, the shares of Company Common Stock covered by the Voting Agreements collectively constitute approximately [•]% of the outstanding shares of Company Common Stock, subject to the terms, limitations, and termination provisions, set forth in the Voting Agreements.

Assuming a quorum is present, the approval of the Advisory Compensation Proposal, on an advisory, non-binding basis, requires the affirmative vote of the majority of the votes cast by the Company stockholders present, in person or represented by proxy, at the Special Meeting and entitled to vote thereon. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a holder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have no effect on the outcome of the Advisory Compensation Proposal.

The vote on the Advisory Compensation Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. The approval of the Advisory Compensation Proposal is advisory and non-binding and is not a condition to the completion of the Merger. Because the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on the Company, the Company Board, Parent or the surviving corporation. Accordingly, because the Company is contractually obligated to pay the compensation, if the Merger Proposal is adopted by the Company stockholders and the Merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the advisory, non-binding vote.

Assuming a quorum is present, the approval of the Adjournment Proposal (as defined herein), requires the affirmative vote of the majority of the votes cast by the Company stockholders present, in person or represented by proxy, at the Special Meeting and entitled to vote thereon. Pursuant to our Bylaws, if a quorum is not present at the

Special Meeting, the chair of the Special Meeting may also adjourn the Special Meeting from time to time without the approval of the Company stockholders, subject to the terms of the Merger Agreement. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a holder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have no effect on the outcome of the Adjournment Proposal.

The vote on the Adjournment Proposal is a vote separate and apart from the vote to adopt the Merger Proposal. The Company does not intend to call a vote on this proposal if the Merger Proposal is approved at the Special Meeting.

The Company will retain an independent party to receive and tabulate the proxies and ballots, and to serve as the inspector of election to certify the results of the Special Meeting.

Whether or not you plan to attend the Special Meeting virtually and regardless of the number of shares of Company Common Stock you own, your careful consideration of, and vote on, the Merger Agreement is important and we encourage you to vote promptly.

If you are a registered owner of shares of Company Common Stock, to ensure that your shares of Company Common Stock are voted at the Special Meeting, we recommend that you promptly submit your proxy, even if you plan to attend the Special Meeting virtually, using one of the following three methods:

The Internet and telephone procedures for submitting proxies are designed to authenticate your identity and to allow you to cause your shares of Company Common Stock to be voted for the matters brought before the Special Meeting as described in this proxy statement and confirm that your proxy has been properly recorded.

If you submit your proxy via the Internet, by telephone or by completing, signing and returning the accompanying proxy card by mail, the persons named as proxies will vote your shares according to your instructions. If you are a stockholder with shares of Company Common Stock registered in your name and submit your proxy but do not direct the persons named as proxies how to vote your shares on a proposal to be brought before the Special Meeting, the persons named as proxies will vote your shares “FOR” each of the Merger Proposal, the Advisory Compensation Proposal and the Adjournment Proposal.

If a beneficial owner of shares of Company Common Stock held in “street name” by a bank, broker or other nominee does not provide the organization that holds its shares with specific voting instructions, then, under applicable rules, the organization that holds its shares may generally vote on “discretionary” matters but cannot vote on “non-discretionary” matters. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon one or more matters for which the applicable rules provide discretionary authority or for which voting instructions have been provided but do not vote on a particular proposal because they do not have discretionary authority to vote on that matter and have not received specific voting instructions on that matter from the beneficial owner of relevant shares. The Company does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals

that are considered routine, whereas each of the proposals to be presented at the Special Meeting is expected to be considered non-routine. As a result, no broker will be permitted to vote your shares of Company Common Stock at the Special Meeting without receiving instructions. Failure to instruct your bank, broker or other nominee as to how to vote your shares of Company Common Stock will have the same effect as a vote “AGAINST” the Merger Proposal.

If you are a beneficial owner of shares of Company Common Stock held in “street name” by a bank, broker or other nominee, you must follow the instructions from your bank, broker or other nominee in order to vote your shares. If you follow the instructions from your bank, broker or other nominee for voting your shares, then your bank, broker or other nominee will vote your shares according to your instructions. Under applicable rules, your bank, broker or other nominee has authority to vote your shares only if you provide instructions on how to vote by properly completing the voting instruction form sent to you by your bank, broker or other nominee with this proxy statement. If you do not provide voting instructions to your bank, broker or other nominee on a proposal to be brought before the Special Meeting, your shares will not be voted on that proposal, and if you do not provide voting instructions on any of the proposals to be brought before the Special Meeting, your shares will not be deemed to be in attendance at the meeting.

If you are a holder of record, you may change your vote or revoke your proxy at any time before your shares are voted at the Special Meeting, as applicable, by (a) delivering a written notice of revocation to the attention of the Corporate Secretary, Global Business Travel Group, Inc., at our principal executive office at 666 3^rd Avenue, 4^th Floor, New York, NY 10017; (b) duly submitting a later-dated proxy over the Internet, by mail, or if applicable, by telephone; or (c) attending the virtual Special Meeting and voting during the meeting. Attendance at the Special Meeting will not, by itself, revoke a proxy. If your shares are held beneficially in “street name,” you should follow the instructions provided by your broker, bank or other nominee to change your vote or revoke your proxy.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies for the Merger Proposal, will allow stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

The Special Meeting will be held virtually at www.virtualshareholdermeeting.com/GBTG2026SM. There will be no physical location for stockholders to attend. You will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/GBTG2026SM and using the 16-digit control number included in your proxy materials.

Instructions on how to attend and participate in the Special Meeting via the webcast are posted at www.virtualshareholdermeeting.com/GBTG2026SM.

You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Special Meeting. We encourage you to access the meeting prior to the start time to allow ample time to complete the online check-in process. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be provided on the log-in page.

If you beneficially hold your Company Common Stock in “street name,” you must obtain the appropriate documents from your broker, bank, trustee, or nominee, giving you the right to vote the shares at the Special Meeting.

For beneficial owners of shares of Company Common Stock held in “street name,” in addition to providing identification as outlined for holders of record above, you will need a legal proxy from your broker or a recent brokerage statement or letter from your broker reflecting your stock ownership as of the record date. Please note, however, that unless you have a legal proxy from your bank, broker or other nominee, you will not be able to vote any shares beneficially held in “street name” virtually at the Special Meeting. Please note that even if you plan to attend the Special Meeting, we recommend that you submit a proxy by Internet, telephone or by mail, using the accompanying proxy card in advance, to ensure that your shares will be represented.

The Company will bear the cost of soliciting proxies, including the expense of preparing, printing and distributing this proxy statement. In addition to soliciting proxies by mail, telephone or electronic means, we may request banks, brokers and other nominees to solicit their customers who have Company Common Stock registered in their names and may, upon request, reimburse them for the reasonable, out-of-pocket costs of forwarding proxy materials in accordance with customary practice and SEC and NYSE regulations. We may also use the services of our directors, officers and other employees to solicit proxies, personally, by telephone or by electronic means, without additional compensation. No additional compensation will be paid to our directors, officers or other employees for such services.

Assuming a quorum is present, the approval of the Adjournment Proposal (as defined herein), requires the affirmative vote of the majority of the votes cast by the Company stockholders present, in person or represented by proxy, at the Special Meeting and entitled to vote thereon. Pursuant to our Bylaws, if a quorum is not present at the Special Meeting, the chair of the Special Meeting may also adjourn the Special Meeting from time to time without the approval of the Company stockholders, subject to the terms of the Merger Agreement. Under our Bylaws, notice need not be given of any such adjournment of less than 60 days if the time and place thereof are announced at the meeting at which the adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned special meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 60 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting will be given to each holder of record entitled to receive notice of the meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the time such proxies are voted at the reconvened meeting.

The Adjournment Proposal set forth in this proxy statement relates only to an adjournment of the Special Meeting for purposes of soliciting additional proxies for the Merger Proposal. The Company retains full authority to the extent set forth in its Bylaws and Delaware law to adjourn the Special Meeting for any other purpose, or to postpone the Special Meeting before it is convened, without the vote or consent of any of the Company stockholders.

As of the record date for the Special Meeting, the directors and executive officers of the Company beneficially owned in the aggregate approximately [•] shares of Company Common Stock, or approximately [•]% of the outstanding shares of Company Common Stock. Our directors and executive officers have informed us that, as of the date of this proxy statement, they intend to vote all of their respective shares of Company Common Stock (1) “FOR” the Merger Proposal; (2) “FOR” the Advisory Compensation Proposal and (3) “FOR” the Adjournment Proposal.

Certain of the Company’s directors and executive officers have interests in the Merger that may be different from, or in addition to, those of the Company stockholders generally. For more information, see the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

On May 2, 2026, in connection with the execution of the Merger Agreement, each of Parent, Merger Sub and the Company entered into voting and support agreements with each of (i) American Express International, Inc., (ii) EG Corporate Travel Holdings LLC, (iii) QIA Retail Holding LLC and (iv) BR Investors Juweel, L.P. Under the Voting Agreements, the stockholders party thereto have agreed to, among other things, vote or execute consents with respect to all of their shares of Company Common Stock in favor of the adoption of the Merger Agreement and approval of the Merger and against any acquisition proposal, subject to certain terms and conditions contained therein. As of [•], the

record date for the Special Meeting, the shares of Company Common Stock covered by the Voting Agreements collectively constitute approximately [•]% of the outstanding shares of Company Common Stock, subject to the terms, limitations, and termination provisions, set forth in the Voting Agreements. For more information, see the section of this proxy statement titled “Voting Agreements.”

As discussed elsewhere in this proxy statement, at the Special Meeting, Company stockholders will consider and vote on a proposal to adopt the Merger Agreement. The Merger cannot be completed without the adoption of the Merger Agreement by the requisite vote of the Company stockholders. You are urged to carefully read this proxy statement in its entirety for more detailed information concerning the Merger Agreement and the Merger, including the information set forth under the sections of this proxy statement titled “The Merger” and “The Merger Agreement.” A copy of the Merger Agreement is attached as Annex A to this proxy statement. You are urged to read the Merger Agreement carefully and in its entirety.

Assuming a quorum is present, the approval of the Merger Proposal requires the affirmative vote of the Company stockholders holding a majority of the outstanding shares of Company Common Stock entitled to vote as of the close of business on the record date. Accordingly, assuming a quorum is present, shares deemed not in attendance at the Special Meeting (whether due to a holder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have the same effect as a vote “AGAINST” the Merger Proposal.

As of [•], the record date for the Special Meeting, the shares of Company Common Stock covered by the Voting Agreements collectively constitute approximately [•]% of the outstanding shares of Company Common Stock, subject to the terms, limitations, and termination provisions, set forth in the Voting Agreements.

Pursuant to Section 14A of the Exchange Act, the Company is required to submit a proposal to the Company stockholders to approve, on an advisory, non-binding basis, the “golden parachute” compensation payments that will or may be made by the Company to its named executive officers in connection with the Merger. This proposal, commonly known as a “say on golden parachute” proposal, gives the Company stockholders the opportunity to vote on an advisory, non-binding basis on the “golden parachute” compensation payments that will or may be paid by the Company to its named executive officers in connection with the Merger.

The “golden parachute” compensation that the Company’s named executive officers will or may be entitled to receive from the Company in connection with the Merger is summarized in the table that appears in the section of this proxy statement titled “The Merger — Interests of the Company’s Directors and Executive Officers in the Merger —Quantification of Payments and Benefits.” Such summary, in tabular form, includes the compensation and benefits that will or may be paid by the Company to its named executive officers in connection with the Merger.

The Company Board encourages you to review carefully the “golden parachute” compensation information disclosed in this proxy statement.

The Company Board unanimously recommends that the Company stockholders approve the following resolution:

Assuming a quorum is present, the approval of the Advisory Compensation Proposal requires the affirmative vote of the majority of the votes cast by the Company stockholders present, in person or represented by proxy, at the Special Meeting and entitled to vote thereon. Accordingly, assuming a quorum is present, shares of Company Common Stock deemed not in attendance at the Special Meeting (whether due to a holder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have no effect on the outcome of the Advisory Compensation Proposal.

The vote on the Advisory Compensation Proposal is a vote separate and apart from the vote on the Merger Proposal. The approval of the Advisory Compensation Proposal is advisory and non-binding and is not a condition to the completion of the Merger. Since the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on either Parent or the Company. Accordingly, if the Merger Proposal is approved and the Merger is consummated, the compensation payments that are contractually required to be paid by the Company to its named executive officers will or may be paid, subject only to the conditions applicable thereto, regardless of the outcome of the advisory (non-binding) vote of the Company stockholders on the Advisory Compensation Proposal.

We are asking that you approve a proposal to adjourn the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies for the Merger Proposal if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal. As of the date of this proxy statement, the Company Board knows of no matters that will be presented for consideration at the Special Meeting other than as described in this proxy statement.

The Company is asking Company stockholders to authorize the holder of any proxy solicited by the Company Board to vote in favor of any adjournment of the Special Meeting, if necessary or appropriate, as determined by the Company, to solicit additional proxies for the Merger Proposal if there are not sufficient votes to approve the Merger Proposal at the time of the Special Meeting.

Assuming a quorum is present, the approval of the Adjournment Proposal (as defined herein), requires the affirmative vote of the majority of the votes cast by the Company stockholders present, in person or represented by proxy, at the Special Meeting and entitled to vote thereon. Pursuant to our Bylaws, if a quorum is not present at the Special Meeting, the chair of the Special Meeting may also adjourn the Special Meeting from time to time without the approval of the Company stockholders, subject to the terms of the Merger Agreement. Accordingly, assuming a quorum is present, shares of Company Common Stock deemed not in attendance at the Special Meeting (whether due to a holder of record’s failure to vote or a “street name” beneficial holder’s failure to provide any voting instructions to such holder’s bank, broker or other nominee) and abstentions will have no effect on the outcome of the Adjournment Proposal.

The vote on the Adjournment Proposal is a vote separate and apart from the vote to adopt the Merger Agreement. The Company does not intend to call a vote on this proposal if the Merger Proposal is approved at the Special Meeting.

The Company, Parent and Merger Sub entered into the Merger Agreement on May 2, 2026. A copy of the Merger Agreement is included as Annex A to this proxy statement. On the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will thereupon cease, and the Company will continue as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent.

At the Effective Time, and without any action by any Company stockholder, except as otherwise expressly agreed to in writing prior to the Effective Time by Parent and a Company stockholder, each share of Company Common Stock, Class A-1 Preferred Stock (if any) or Class B-1 Preferred Stock (if any) that is issued and outstanding as of immediately prior to the Effective Time (other than (a) any shares of Company Common Stock, Class A-1 Preferred Stock (if any) and Class B-1 Preferred Stock (if any) that are (i) held by the Company as treasury stock, (ii) owned by Parent or Merger Sub as of immediately prior to the Effective Time or (iii) considered issued and outstanding but unvested and in order to be considered as vested, must meet the price thresholds set forth in the Sponsor Side Letter, (b) any shares of Company Common Stock that are held immediately prior to the Effective Time by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company, or (c) any shares of Company Common Stock as to which holders have properly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) will be automatically canceled, extinguished and converted into the right to receive the Merger Consideration.

The following chronology summarizes key meetings and events that led to the execution of the Merger Agreement. This summary does not purport to describe every meeting, discussion or communication among members of the Company Board, the Special Committee, the Company’s management, the Company’s and the Special Committee’s respective financial advisors, legal advisors or other representatives, Long Lake or their respective financial advisors, legal advisors, affiliates or other representatives or any other person.

On May 27, 2022, the Company, with the assistance of its advisors, including Skadden, completed its business combination to become a publicly traded company. Since that time, the Company Board and the Company’s management team regularly met and considered the Company’s long-term strategy, competitive position, opportunities and prospects in light of current business, regulatory and economic conditions, and developments in the industries in which the Company operates. As part of their regular review, the Company Board and the Company’s management team continually assess opportunities to maximize stockholder value, including prospective strategic opportunities, including (i) executing on the Company’s existing strategy as a standalone public company, (ii) opportunistically acquiring other companies on attractive terms, including the acquisition of CWT and (iii) simplifying its organizational structure by eliminating the Company’s umbrella partnership-C corporation structure.

Despite management’s execution of the Company’s long-term strategic plan, the Company Board remained aware, and discussed from time to time at its regularly scheduled meetings, certain challenges affecting the Company including, among other things, (i) the fact that there was limited liquidity in the market for the Company Common Stock as a result of the highly concentrated stockholder base, including several large stockholders who owned shares of the Company prior to the completion of the above mentioned business combination, (ii) that other potential transactions to help improve such low liquidity, including one or more secondary offerings, even if acceptable to such large stockholders, would have required significant resources of the Company and were not guaranteed to improve the limited liquidity and (iii) the trading price of the Company Common Stock did not appreciate notwithstanding the Company’s execution of the long-term strategic plan.

In light of those challenges, starting in fall 2024, the Company Board discussed the possibility of conducting a strategic transaction process that would include exploring a potential sale of the Company (the “Potential Transaction”). The Company Board discussed various risks and other factors with respect to a potential strategic transaction process and the timing thereof, the Company’s prospects on a standalone basis and the universe of potential buyers, including the fact that one or more existing stockholders, including those with representation on the Company Board (such stockholders with board representation, the “Significant Stockholders”), could be a potential bidder in connection with a Potential Transaction or could have other interests or conflicts in connection with a Potential Transaction, including through commercial arrangements with the Company, the ownership of unvested equity in the Company that only vests upon the stock price reaching a certain threshold level, or the potential for one or more of such

Significant Stockholders to be interested in a potential rollover investment in connection with a Potential Transaction. The Company Board discussed the potential formation of a special committee of disinterested directors in light of those potential conflicts of interest.

On September 24, 2025, at a meeting of the Company Board, with members of the Company’s management in attendance, the Company Board discussed, among other things, Company management’s recommendation to form the Special Committee consisting of disinterested (as a result of no affiliation with the Significant Stockholders or other conflict of interest) and independent directors to consider and evaluate potential strategic transactions outside of the ordinary course of business to maximize value for the Company’s stockholders. Following the discussion, the Company Board noted its approval to form the Special Committee comprised of James Bush, Susan F. Ward and Kathleen Winters as the members of the Special Committee, subject to confirmation of their independence and disinterestedness (consisting of no affiliation with the Significant Stockholders and no other conflict of interest) and subsequent approval and appointment of the Company Board by unanimous written consent.

On October 3, 2025, the Company Board unanimously adopted resolutions forming the Special Committee, with membership consisting of James Bush, Susan F. Ward and Kathleen Winters (who were found to be both independent and disinterested (as a result of no affiliation with the Significant Stockholders, no affiliation with a party potentially interested in participating in the Potential Transaction and no person with material commercial relationships with the Company and its subsidiaries or other conflict of interest)) for the purpose of negotiating, overseeing the negotiation of and/or rejecting any potential strategic transactions outside the ordinary course of the business (including a potential sale of the Company) (the “Special Committee Matters”). The Company Board delegated to the Special Committee the power and authority of the Company Board, to the fullest extent permitted by applicable law and the Company’s Bylaws, with respect to, or arising from, any Special Committee Matters, including, without limitation, that the Special Committee was authorized and empowered to (a) negotiate (or oversee the negotiation of) and to reject any Special Committee Matter, (b) take such actions as it may deem necessary or desirable to consider, negotiate (or oversee the negotiation of) and evaluate the terms, conditions and advisability of any Special Committee Matter, including recommending in favor of or against any Special Committee Matter to the Company Board and/or stockholders of the Company, (c) determine whether any Special Committee Matter is in the best interests of the Company and its stockholders and to report its recommendation to the Company Board and/or the stockholders of the Company, (d) assist in the preparation and filing of any documents as may be required with respect to matters relating to, or arising from, any such Special Committee Matter, and (e) take all other actions that are, in the opinion of the Special Committee, necessary or desirable in connection with the foregoing. The Company Board further resolved that the Special Committee could retain any advisors and consultants (including legal and investment banking advisors) that the Special Committee determined appropriate, and that the Company Board would not approve any Special Committee Matter without the prior approval or recommendation of the Special Committee.

During the week of October 6, 2025, the Special Committee held four meetings to meet with three potential legal advisors, including Kirkland, to assist the Special Committee in evaluating Special Committee Matters. The potential legal advisors each provided disclosures regarding their respective relationships with certain parties that could be involved in a potential strategic transaction.

On October 15, 2025, representatives of Kirkland sent the Special Committee draft communication guidelines (the “Special Committee Communications Guidelines”), which (among other things) provided guidelines with respect to interactions among the Special Committee and its advisors, members of Company management, and directors of the Company Board that were not on the Special Committee.

On October 16, 2025, the Special Committee held a meeting with representatives of management and Kirkland to discuss the potential engagement of Kirkland as its independent legal advisor in connection with the Special Committee’s consideration of Special Committee Matters, which engagement the Special Committee, in executive session, agreed upon. Representatives of Kirkland discussed certain process considerations with respect to a potential strategic transaction process led by a special committee, including the Special Committee Communication Guidelines previously distributed to the Special Committee on October 15, 2025. Representatives of Kirkland also provided disclosures regarding Kirkland’s relationships with the Significant Stockholders, the Company, and certain other parties, that could be involved in a potential strategic transaction. The Special Committee directed representatives of Kirkland to engage in individual discussions with each director on the Company Board that was not on the Special Committee, as well as representatives of Company’s management, in order to provide an overview of the Special Committee Communications Guidelines. The Special Committee also requested that Kirkland speak with representatives of each of the Significant Stockholders to understand any interests that such Significant Stockholder

may have in connection with a potential strategic transaction, including as a potential bidder or by rolling over equity with a bidder. Thereafter representatives of Kirkland and the Special Committee discussed certain potential financial advisors to assist the Special Committee, and the Special Committee instructed Kirkland to reach out to potential advisors to request they prepare relationship disclosures and pitch materials, including fee proposals.

Following the October 16 meeting of the Special Committee, at the request of the Special Committee, representatives of Kirkland held separate conversations with representatives of each of the Significant Stockholders to assess their support for and/or potential interest in participating in a strategic transaction involving the Company and requested that the Significant Stockholders provide an update to representatives of Kirkland in the event of any changes to their views.

During the week of October 20, 2025, at the direction of the Special Committee, representatives of Kirkland held introductory calls with each of the directors on the Company Board that were not members of the Special Committee as well as with members of Company management, during which they walked through the Special Committee Communication Guidelines.

Prior to October 31, 2025, the Special Committee received relationship disclosures and pitch materials, including fee proposals, from five potential financial advisors (including Rothschild & Co).

From October 31, 2025, through November 3, 2025, the Special Committee held five meetings, together with representatives of management and Kirkland, to meet with five potential financial advisors to assist the Special Committee in evaluating Special Committee Matters. The potential financial advisors each provided disclosures regarding their respective relationships with certain parties that could be involved in a potential strategic transaction.

On November 3, 2025, at a meeting of the Special Committee, together with representatives of management and Kirkland, the Special Committee discussed the financial advisors they previously met with (including their fee proposals and other key terms) and determined to engage Rothschild & Co as financial advisor to the Special Committee, subject to reaching agreement on the terms of an engagement letter, which determination was made after considering the relative merits of each of the potential financial advisors and Rothschild & Co’s qualifications and experience as a financial advisor, including in connection with public company sale transactions and in the travel technology and technology enabled services industry.

From November 3, 2025, through November 11, 2025, at the request of the Special Committee, representatives of Rothschild & Co held separate conversations with each of the Significant Stockholders to assess their support for and/or potential interest in participating in a strategic transaction involving the Company. The Special Committee authorized Greg O’Hara, Chairman of the Company Board, to assist with introductions for Rothschild & Co to potentially interested parties given his extensive relationships with such parties.

On November 11, 2025, at a meeting of the Special Committee, together with representatives of management, Rothschild & Co and Kirkland, representatives of Rothschild & Co provided an update on the conversations that took place with Significant Stockholders from November 3, 2025, through November 11, 2025. Representatives of Rothschild & Co also provided an overview of a potential strategic transaction process, including a discussion of potential strategic transactions that could be pursued by the Company (including, among others, a potential sale, leveraged recapitalization or share buyback program), and further discussed a potential timeline and overview of potential counterparties that may be interested in pursuing a strategic transaction with the Company. Representatives of Kirkland discussed the conflicts that could arise if one or more of the Significant Stockholders was interested in participating as a potential bidder or rollover investor in connection with a potential sale transaction, or, to the extent applicable, a renegotiation of the terms of certain commercial arrangements with the Company.

On November 24, 2025, at a meeting of the Special Committee, together with representatives of management, Rothschild & Co and Kirkland, representatives of Rothschild & Co provided an update on additional conversations that took place with Significant Stockholders since November 11, 2025, and the impact of the views of the Significant Stockholders on the potential strategic transaction process. Representatives of Rothschild & Co also provided an updated overview of a potential strategic transaction process, including a discussion of potential strategic transactions that could be pursued by the Company, and a potential timeline. The Special Committee requested that management prepare financial projections to be presented to the Special Committee and the Company Board for assistance in the financial analysis of any strategic transaction.

In late November 2025, Bloomberg published an article stating that the Company was exploring a potential sale. In the weeks following the article, the Company received inbound outreach regarding a potential sale from three parties, each of whom was subsequently contacted as part of the strategic review process, further described below.

Prior to the December 3, 2025 meeting of the Company Board, representatives of management provided to the Special Committee initial drafts of certain risk-adjusted financial projections for fiscal years 2026 through 2030. The first set of financial projections were built on a baseline growth case developed in connection with the Company’s ordinary course internal planning process in June 2025 and updated to account for the passage of time, synergies resulting from the CWT acquisition, and certain identified Company initiatives, and an execution risk contingency (the “Management Projections”) (as further discussed and set forth in the section of this proxy statement titled “The Merger — Certain Unaudited Prospective Financial Information”). Management also prepared a second set of projections inclusive of an incremental contingency accounting for potential external risk factors, including risks observed during the process such as AI disintermediation and geopolitical conflict impacts on travel (the “Further Adjusted Projections”) (as further discussed and set forth in the section of this proxy statement titled “The Merger — Certain Unaudited Prospective Financial Information”). The Special Committee recommended that the Management Projections be presented to the full Company Board at the next meeting of the Company Board.

On December 3, 2025, the Company Board held a meeting, together with representatives of management. At the meeting, representatives of management presented the Management Projections. The Company Board discussed the Management Projections and requested that management prepare a separate set of financial projections for the fiscal years 2026 through 2030 without any discount for risk contingencies to be shared with potential bidders and allow potential bidders to apply risk-adjustments independently.

On December 4, 2025, the Special Committee reviewed the final terms of, and then authorized the execution of, an engagement letter with Rothschild & Co, providing for Rothschild & Co’s engagement as the Special Committee’s independent financial advisor. In connection with its engagement by the Special Committee, Rothschild & Co provided the Special Committee with a customary memorandum disclosing certain relationships of Rothschild & Co with relevant parties to the potential transaction, including the Company, certain Significant Stockholders and other relevant parties.

On December 18, 2025, the Special Committee held a meeting, together with representatives of management, Rothschild & Co and Kirkland. At the meeting, representatives of management presented the Management Projections and the Further Adjusted Projections and discussed the preparation of a separate set of financial projections for the fiscal years 2026 through 2030 that would not have any discount for risk contingencies (as prepared and presented on January 28, 2026, the “Bidder Projections” and, together with the Management Projections and Further Adjusted Projections, the “Projections”) (as further discussed and set forth in the section of this proxy statement titled “The Merger — Certain Prospective Unaudited Financial Information”). At the direction of the Special Committee, the Management Projections were later used by Rothschild & Co in connection with its financial analyses and opinion (as further discussed in the section of this proxy statement titled “The Merger — Opinion of Rothschild & Co US Inc.”) and the Bidder Projections were later provided to potential bidders as further described below. Representatives of Rothschild & Co also reviewed with the Special Committee certain preliminary financial analyses based on the Projections. Thereafter, representatives of Rothschild & Co reviewed with the Special Committee a detailed outreach plan to potentially interested counterparties in connection with a potential strategic transaction and the Special Committee directed representatives of Rothschild & Co to proceed with outreach to potential counterparties based on their judgment and experience, taking into consideration views with respect to financial capacity, likely interest, strategic fit and other factors.

From December 18, 2025, through mid-February 2026, representatives of Rothschild & Co commenced outreach and contacted 64 potential counterparties, including financial sponsors (including Long Lake), strategic parties and Minority Strategic Parties (described below), with respect to a potential strategic transaction. Following the outreach, 46 parties declined to proceed and did not enter into confidentiality agreements with the Company, including all of the strategic parties included in the outreach. Reasons cited by declining parties included but were not limited to, risk of artificial intelligence disintermediation and disruption, historical and/or projected organic growth, macroeconomic factors, current disruptions in the travel market, and pricing and margin durability and opportunity.

On January 16, 2026, representatives of management and Kirkland, in furtherance of the Special Committee Communications Guidelines, provided additional guidance to the Special Committee for interactions with members of the Company Board who were not on the Special Committee, including with respect to updates about the strategic transaction process.

On January 22, 2026, representatives of Rothschild & Co had a telephone call with representatives of a financial sponsor (“Party A”) to share an initial teaser and gauge interest in a potential transaction.

On January 23, 2026, representatives of Rothschild & Co had a telephone call with representatives of Long Lake to share an initial teaser and gauge interest in a potential transaction.

On January 27, 2026, representatives of Rothschild & Co had a telephone call with representatives of a financial sponsor (“Party B”) to share an initial teaser and gauge interest in a potential transaction.

On January 28, 2026, the Special Committee held a meeting, together with representatives of management, Rothschild & Co and Kirkland. Representatives of Rothschild & Co provided an update on the initial outreach performed, including feedback from parties that had declined to participate in a potential strategic transaction process. The Special Committee then authorized and instructed representatives of Rothschild & Co to maintain regular contact with the Significant Stockholders to assess their support for and/or potential interest in participating in a strategic transaction involving the Company (without providing details about the strategic transaction process, including the identity of any parties involved, that could provide a competitive advantage to any Significant Stockholder relative to other participants in the strategic transaction process). Representatives of management then presented the Bidder Projections and an initial draft of an additional set of financial projections that management intended to regularly update in preparation for the Company’s investor day later in the year if a strategic transaction was not announced (the “Draft Investor Day Projections”). The Special Committee then discussed the different assumptions and risk adjustments among the Management Projections, the Bidder Projections and the Draft Investor Day Projections. Following the discussion, the Special Committee convened an executive session before adjourning.

On January 31, 2026, representatives of Rothschild & Co had a telephone call with representatives of a financial sponsor (“Party C”) to share an initial teaser and gauge interest in a potential transaction.

Between January 2026, and March 2026, the Company, at the direction of the Special Committee, executed customary confidentiality agreements with Long Lake and 11 other financial sponsors. Each confidentiality agreement entered into by the Company contains a customary standstill provision that permits the counterparty to make acquisition proposals at any time following the announcement of a definitive agreement with a third party. At the direction of the Special Committee, the Company also executed customary confidentiality agreements on the same form (and containing a customary standstill provision that permits the counterparty to make acquisition proposals at any time following the announcement of a definitive agreement with a third party) with three strategic parties (each a “Minority Strategic Party”) and one financial sponsor (the “Minority Sponsor”) that expressed potential interest in participating as a minority partner in an acquisition of the Company. The Special Committee intended for these Minority Strategic Parties to be available for potential introduction to remaining bidders at a later stage in the strategic transaction process if any bidders expressed a need or desire for additional capital to finance their bid and/or expertise that could be provided by such parties, which could potentially be utilized to increase the value that a bidder was able to offer in a transaction. Representatives of Rothschild & Co and the Special Committee considered timing and structure for a potential partnership on an ongoing basis, recognizing that any potential execution of a partnered transaction would require additional time compared to a transaction with a single counterparty. Representatives of Rothschild & Co maintained regular contact with each Minority Strategic Party throughout the strategic transaction process and provided the Minority Strategic Parties with access to select diligence materials. Except for the one instance described below, none of the potential bidders expressed a need or desire for such additional capital or expertise and therefore none were introduced to any of the Minority Strategic Parties during the strategic transaction process.

On February 2, 2026, the Company executed a customary confidentiality agreement with Long Lake in the form described above.

On February 3, 2026, the Special Committee held a meeting, together with representatives of management, Rothschild & Co and Kirkland. Representatives of management then presented an updated draft of the Draft Investor Day Projections, which was followed by a discussion of the assumptions included therein and reminded the Special Committee that the Draft Investor Day Projections were a working draft that would continue to be revised and updated. The Special Committee then discussed with management the inherent uncertainty in each of the projections, including

due to the distant time horizon of the projections and potential external factors outside the Company’s control. Representatives of Kirkland then provided an overview as to how the Management Projections that had been requested by the Special Committee would be used in the strategic transaction process. Following the discussion, the Special Committee convened an executive session before adjourning.

On February 5, 2026, the Special Committee held a meeting, together with representatives of Rothschild & Co and Kirkland. Representatives of Rothschild & Co provided an update on the strategic transaction process, including the interest of parties in the process and the timeline for upcoming engagement with potentially interested parties. Thereafter the Special Committee discussed how the Company stock price was impacted by general market circumstances, including the disruption caused by artificial intelligence. Representatives of Rothschild & Co then presented on valuation methods typically used by potential acquirors and provided an overview on potential stock price values for which financial bidders would have a likely ability to pay. The Special Committee then discussed the Management Projections, the Bidder Projections, and the Draft Investor Day Projections, and determined that the Bidder Projections should be provided to bidders at the appropriate time. The Special Committee determined that the Management Projections remained appropriate for the Special Committee’s evaluation of a potential strategic transaction and the financial analysis of Rothschild & Co and, as a result, the Draft Investor Day Projections were never used or relied on as part of the strategic transaction process (and were never finalized).

On February 10, 2026, the Company executed a joinder to the Long Lake confidentiality agreement with General Catalyst, a potential co-bidder with Long Lake, pursuant to which General Catalyst became a representative of Long Lake and therefore bound by the Long Lake confidentiality agreement. On the same day, the Company executed a customary confidentiality agreement with Party C, which contains a customary standstill provision that permits acquisition proposals at any time following the announcement of a definitive agreement with a third party.

On February 11, 2026, members of management and representatives of Rothschild & Co participated in two fireside chats with (i) representatives of Long Lake and General Catalyst and (ii) representatives of Party C. The materials provided the same day to both parties following the fireside chats included the Bidder Projections.

Also on February 11, 2026, the Special Committee held a meeting, together with representatives of Rothschild & Co. Representatives of Rothschild & Co and the Special Committee discussed the Company’s upcoming increase in its share repurchase program and how that could affect interested parties in a potential strategic transaction.

On February 12, 2026, the Company executed a customary confidentiality agreement with Party A, which contains a customary standstill provision that permits acquisition proposals at any time following the announcement of a definitive agreement with a third party.

On February 17, 2026, members of management and representatives of Rothschild & Co participated in a fireside chat with representatives of Party A. The materials provided the same day to Party A following the fireside chat included the Bidder Projections.

On February 18, 2026, the Company executed a customary confidentiality agreement with Party B, which contains a customary standstill provision that permits acquisition proposals at any time following the announcement of a definitive agreement with a third party.

On February 19, 2026, members of management and representatives of Rothschild & Co participated in a fireside chat with representatives of Party B. The materials provided the same day to Party B following the fireside chat included the Bidder Projections.

From January 2026, through April 2026, at the direction of the Special Committee, representatives of Rothschild & Co maintained regular contact with the Significant Stockholders to assess their support for and/or potential interest in participating in a strategic transaction involving the Company (without providing details about the strategic transaction process, including the identity of any parties involved, that could provide a competitive advantage to any Significant Stockholder relative to other participants in the strategic transaction process), and further maintained regular contact with potentially interested parties in order to gauge ongoing interest and discuss process matters.

On February 19, 2026, the Special Committee held a meeting, together with representatives of Kirkland. Representatives of Kirkland and the Special Committee discussed the guidelines and parameters previously put in place for providing updates on the strategic transaction process to the full Board and for communications with other members of the Company Board.

Also on February 19, 2026, at the request of representatives of a stockholder of the Company with representation on the Company Board (“Party D”), representatives of Rothschild & Co had a telephone call with representatives of Party D (including a current director of the Company Board) to share an initial teaser and gauge interest in a potential transaction.

On February 20, 2026, the Special Committee held a meeting, together with representatives of management, Rothschild & Co and Kirkland. Representatives of Rothschild & Co provided an update on engagement with potentially interested parties, including feedback from parties regarding their interest in the Company and potential concerns about the Company’s business and prospects. As part of the discussion, representatives of Rothschild & Co informed the Special Committee of the potential interest by Party D and the Special Committee then discussed the guidelines and parameters previously put in place to address potential interest by a Significant Stockholder in participating in a transaction.

On February 25, 2026, representatives of Kirkland sent an update to the Company Board to inform them that Party D had expressed interest in participating in the strategic transaction process. As a result, the previously shared Special Committee Communications Guidelines were being updated and the director affiliated with Party D would no longer receive updates about the strategic transaction process from the Special Committee. Other directors on the Company Board were informed that they should not discuss the strategic transaction process with the director affiliated with Party D.

Between January 2026 and March 2026, following the execution of customary confidentiality agreements with Long Lake and 11 other financial sponsors, at the direction of the Special Committee, representatives of Rothschild & Co provided each of the potential bidders subject to a confidentiality agreement, as well as the Minority Strategic Parties, each of which had signed a confidentiality agreement, with certain targeted financial and business due diligence materials, including the Bidder Projections.

Between February 2026 and early March 2026, representatives of management and Rothschild & Co participated in a number of meetings to discuss due diligence matters with various potential bidders, including representatives from Long Lake and General Catalyst, Party A, and Party C. These meetings included discussions of, among other things, finance, artificial intelligence, technology, supplier, customer, and commercial matters. Between February 2026 and early March 2026, three of the 12 potential bidders that signed confidentiality agreements determined not to proceed in the strategic transaction process. Reasons cited by declining parties included but were not limited to, risk of artificial intelligence disintermediation and disruption, and internal prioritization.

On March 5, 2026, the Company executed a customary confidentiality agreement with Minority Sponsor, which contains a customary standstill provision that permits acquisition proposals at any time following the announcement of a definitive agreement with a third party. Later that day, members of management and representatives of Rothschild & Co participated in a fireside chat with representatives of Minority Sponsor. The materials provided the same day to Minority Sponsor following the fireside chat included the Bidder Projections.

From March 9, 2026, through March 12, 2026, representatives of Rothschild & Co delivered a phase 1 process letter (the “Phase 1 Letter”) to Long Lake, Party A, Party B, Party C, Party D and four other potentially interested parties (each of which were financial sponsors and part of the 12 potential bidders that signed confidentiality agreements with the Company) in a strategic transaction with the Company. The Phase 1 Letter set a bid date for first round bids of March 24, 2026, which bids were to include a description of anticipated financing, any anticipated regulatory approvals, and other customary information for an initial indication of interest. The four other potentially interested parties (i.e., those that received the Phase 1 Letter other than Party A, Party B, Party C and Party D) communicated to representatives of Rothschild & Co prior to or during the week of March 23, 2026, that they would not proceed with the strategic transaction process or submit an indication of interest. Reasons cited by declining parties included but were not limited to, risk of artificial intelligence disintermediation and disruption, potential challenges with an exit of the investment, and an operating model with high reliance on human support.

On March 10, 2026, the Company executed separate customary confidentiality agreements with Party D, Minority Strategic Party Y and Minority Strategic Party Z, which each contain a customary standstill provision that permits acquisition proposals at any time following the announcement of a definitive agreement with a third party. Following the execution of the applicable confidentiality agreements, members of management and representatives of Rothschild & Co participated in separate fireside chats with representatives of Party D and Minority Strategic Party Z. The materials provided the same day to Party D and Minority Strategic Party Z following the fireside chat included the Bidder Projections.

As a result of the regular contact between representatives of Rothschild & Co and the Significant Stockholders over the course of the strategic transaction process, whereby representatives of Rothschild & Co assessed the Significant Stockholders’ support for and/or potential interest in participating in a strategic transaction involving the Company, representatives of Rothschild & Co became aware that one of the Significant Stockholders (other than Party D) (“Stockholder A”) was interested in obtaining access to due diligence information in order to better formulate a position on whether it was interested in acting as a bidder in the strategic transaction process or participating in a rollover of its equity stake in the Company in connection with a potential acquisition by another bidder. At the direction of the Special Committee, representatives of Kirkland shared a draft confidentiality agreement with Stockholder A on March 17, 2026.

From March 17, 2026, through March 25, 2026, representatives of Kirkland and Stockholder A exchanged drafts of a confidentiality agreement, but were unable to finalize an agreement based on customary restrictions in the confidentiality agreement that were required by the Special Committee but unacceptable to Stockholder A. From such time until April 8, 2026, representatives of Kirkland, Rothschild & Co, and management held several telephone conversations with representatives of Stockholder A to better understand Stockholder A’s potential interest in a strategic transaction.

On March 18, 2026, the Company executed a customary confidentiality agreement with Minority Strategic Party X, which contains a customary standstill provision that permits acquisition proposals at any time following the announcement of a definitive agreement with a third party.

On March 19, 2026, Minority Strategic Party Y informed representatives of Rothschild & Co that it was no longer interested in participating in the strategic transaction process for a potential strategic transaction due to its board’s shift in investment priorities.

Also on March 19, 2026, the Special Committee held a meeting, together with representatives of management, Rothschild & Co, and Kirkland. Representatives of Rothschild & Co provided an update on engagement with potentially interested parties, including feedback from parties regarding their interest in the Company and potential concerns about the Company’s business and prospects. The Special Committee then discussed financing considerations relevant to the strategic transaction process and potential financing sources. Representatives of Rothschild & Co then provided an overview of the broader market backdrop, including the current market environment, investor focus on artificial intelligence, the ongoing conflict in the Middle East and the related surge in jet fuel pricing (which has a direct impact on travel expenses), and the continued downward pressure on the Company’s stock price.

On March 22, 2026, the Special Committee held a meeting, together with representatives of Rothschild & Co and Kirkland. The Special Committee discussed views on the strategic transaction process and discussed how to evaluate offers for the Company, including in light of the current market environment that had been discussed at the March 19, 2026 meeting of the Special Committee. The Special Committee then discussed the strategic transaction process and plans to maximize the Company’s optionality and value for stockholders.

On March 24, 2026, Long Lake, Party A, Party B, and Party C each submitted to representatives of Rothschild & Co a non-binding indication of interest to acquire the Company. Long Lake’s non-binding indication of interest (the “March 24 Long Lake IOI”) included a preliminary price for a potential strategic transaction in the range of $7.75-8.25 per share on an all-cash basis, subject to due diligence. After discussion with representatives of Rothschild & Co, representatives of Long Lake indicated that they expected to be able to increase Long Lake’s non-binding indication of interest above the high end of the range provided in the March 24 Long Lake IOI, subject to due diligence. Party A’s non-binding indication of interest (the “March 24 Party A IOI”) included a preliminary price for a potential strategic transaction in the range of $7.00-7.50 per share on an all-cash basis, subject to due diligence. Party B’s non-binding indication of interest (the “March 24 Party B IOI”) included a preliminary price for a potential strategic transaction at $10.00 per share on an all-cash basis, subject to due diligence. Party C’s non-binding indication of interest (the “March 24 Party C IOI”) included a preliminary price for a potential strategic transaction in the range of $7.00-8.00 per share on an all-cash basis, subject to due diligence.

On March 26, Party D submitted to representatives of Rothschild & Co a non-binding indication of interest (the “March 26 Party D IOI”) that included a preliminary price for a potential strategic transaction at $8.00 per share on an all-cash basis, subject to due diligence.

On March 26, 2026, at the direction of the Special Committee, representatives of Kirkland provided an update to the Company Board on the strategic transaction process, noting that indications of interest had been received (without

providing any details of the parties, terms or conditions), that Party D remained a participant, and reminding the other members of the Company Board of the updated communications guidelines that were distributed to the Company Board on February 25, 2026, including the direction not to discuss a potential strategic transaction or the process with Party D or the director affiliated with Party D.

On March 26, 2026, Paul Abbott, Chief Executive Officer of the Company, in coordination with the Special Committee’s advisors, reached out to Amex, as the largest stockholder of the Company, to discuss the status of the strategic transaction process (without identifying any details of the process) in order to assess whether Amex was likely to be supportive, given that representatives of Amex had previously indicated to representatives of Rothschild & Co in early November of 2025 that they would be a seller in a potential transaction and would not be interested as a potential buyer or equity rollover participant.

On March 27, 2026, the Special Committee held a meeting, together with representatives of management, Rothschild & Co and Kirkland. At the meeting, representatives of Rothschild & Co reviewed the status of the strategic transaction process and then presented the March 24 Long Lake IOI, the March 24 Party A IOI, the March 24 Party B IOI, the March 24 Party C IOI, and the March 26 Party D IOI, as well as the oral indication by Long Lake that it expected that it could increase its non-binding indication of interest above the range provided in the March 24 Long Lake IOI, subject to due diligence. The Special Committee and representatives of management, Rothschild & Co, and Kirkland then discussed each of the indications of interest received, potential responses for each bidder that had submitted an indication of interest, and next steps in the strategic transaction process, including an overall potential targeted timeline for entering into a potential definitive agreement. The Special Committee determined that each of the parties that submitted bids should proceed to the next phase in the strategic transaction process other than Party A given the competitive process and the proposed value in their March 24 Party A IOI compared to other bids.

The same day, at the direction of the Special Committee, representatives of Rothschild & Co reached out to each of the parties (other than Party A) that had submitted indications of interest to provide feedback and next steps. Long Lake was informed that there was a bid materially higher than the March 24 Long Lake IOI. Party B was informed that its price was competitive but that it needed to accelerate its due diligence work given the lack of significant due diligence work completed by it prior to the March 24 Party B IOI as compared to the work done prior to such date by other parties. Party C was informed that based on the competitive nature of the process they would need to exceed $8.00 per share in a future bid in order to continue progressing in the strategic transaction process. Party D was informed that their offer was lower than other bidders and that they would need to increase their offer in order to continue progressing in the strategic transaction process.

Also on March 27, 2026, members of management, with representatives of Rothschild & Co in attendance, held a management meeting with representatives of Minority Sponsor. The same day, representatives of Rothschild & Co had a telephone conversation with representatives of Minority Strategic Party X to discuss a value creation thesis.

On March 28, 2026, at the direction of the Special Committee, representatives of Rothschild & Co reached out to Party A to inform them that they had not been advanced to the next round based on the competitive process and the proposed value in their March 24 Party A IOI compared to other bids.

On March 30, 2026, as part of the second phase in the strategic transaction process, the Company granted Long Lake and General Catalyst, Party B, Party C, and Party D access to a data room (the “Data Room”) containing, among other materials, customary full business, financial and legal information about the Company. The Data Room was updated with additional due diligence information and information responsive to diligence requests from the bidders throughout the remainder of the strategic transaction process.

Also on March 30, 2026, representatives of Minority Strategic Party X shared a value creation thesis with representatives of Rothschild & Co.

On March 31, 2026, Party A submitted an unsolicited revised non-binding indication of interest to representatives of Rothschild & Co, which included a preliminary price of $8.50 per share on an all-cash basis, subject to due diligence (the “March 31 Party A IOI”).

On the same day, members of management and representatives of Rothschild & Co participated in a fireside chat with representatives of one of the three remaining Minority Strategic Parties. The materials provided in connection with the fireside chat included the Bidder Projections.

Also on March 31, 2026, the Special Committee held a meeting, together with representatives of management, Rothschild & Co, and Kirkland. At the meeting, representatives of Rothschild & Co provided an update on the strategic transaction process, including the status of each active bidder and the proposed timeline for the strategic transaction process going forward. The Special Committee discussed the unsolicited March 31 Party A IOI and determined to grant Party A access to due diligence in the next phase of the strategic transaction process based on the increase in price per share in the March 31 Party A IOI. Representatives of Kirkland then reviewed with the Special Committee a detailed summary of the auction draft of a definitive merger agreement to be sent to the remaining parties later in the strategic transaction process, and the Special Committee thereafter approved the auction draft. The Special Committee then discussed the process for sharing information about the strategic transaction and bids received with the remainder of the Company Board, including in light of Party D’s interest in a potential transaction.

On April 2, 2026, based on the increased price per share in the March 31 Party A IOI, Party A was granted access to the Data Room.

Between April 2, 2026, and April 23, 2026, representatives of management and Rothschild & Co participated in numerous meetings to discuss due diligence matters with representatives from Long Lake and General Catalyst, Party A, Party C, and Party D, which meetings covered, among other things, legal, HR, finance, technology, supplier, customer and commercial matters. During the same period, Long Lake and General Catalyst, Party A, Party C, and Party D submitted numerous due diligence requests and received responsive materials in the form of written responses and materials provided in the Data Room. While each of the foregoing parties actively participated in the due diligence process, Long Lake and General Catalyst were involved in the most diligence sessions, spent the most time reviewing materials in the Data Room, and submitted the most diligence requests to management. During this period, Party B participated in three sessions with representatives of management and Rothschild & Co, which covered commercial, technology and finance matters, but otherwise were largely inactive in the due diligence process. Representatives of management also participated in a session on finance and M&A with one of the three remaining Minority Strategic Parties.

During the same period in April, the Special Committee held weekly meetings, attended by members of management, representatives of Rothschild & Co and Kirkland, where the Special Committee received regular updates on the activities of each of the active bidders in the strategic transaction process, and discussed timing and next steps.

On April 6, 2026, representatives of Minority Strategic Party X had a telephone conversation with representatives of Rothschild & Co and management to discuss the value creation thesis that had been prepared by Minority Strategic Party X and previously shared on March 30, 2026.

On April 7, 2026, the Special Committee held a meeting, together with representatives of management, Rothschild & Co, and Kirkland. Representatives of Rothschild & Co provided an update on the strategic transaction process, including due diligence progression, the level of engagement by interested parties, and a timeline for the strategic transaction process going forward. Representatives of Kirkland then led the Special Committee in a discussion of the process for which the Special Committee would, if desired, recommend a potential transaction to the Company Board.

On the same date, at the direction of the Special Committee, representatives of Rothschild & Co delivered a phase 2 process update (the “Phase 2 Update”) to Long Lake, Party A, Party C, and Party D. The Phase 2 Update set a bid date for revised bids of April 29, 2026, which bids were to include customary information for a phase 2 indication of interest. Given the minimal resources committed by Party B to date, and the amount of time and resources it would take Party B to submit a phase 2 bid, representatives of Rothschild & Co, at the direction of the Special Committee, did not send a Phase 2 Update to Party B in order to ensure Party B had adequate additional time before being asked to make a second round bid.

Also on April 7, 2026, the Company granted Minority Sponsor access to the Data Room.

On April 8, 2026, representatives of Stockholder A informed representatives of Rothschild & Co that Stockholder A was not interested in participating as a potential bidder in the strategic transaction process, but that it would be interested in a potential rollover with another bidder.

On April 14, 2026, the Special Committee held a meeting, together with representatives of management, Rothschild & Co and Kirkland. Representatives of Rothschild & Co provided an update on the strategic transaction process, including due diligence progression, the level of engagement by interested parties, and a timeline for strategic transaction process going forward.

On April 20, 2026, members of management, with representatives of Rothschild & Co in attendance, presented a management presentation to Party A.

On April 21, 2026, members of management, with representatives of Rothschild & Co in attendance, presented a management presentation to Party D and separately presented a management presentation to Long Lake.

On April 22, 2026, members of management, with representatives of Rothschild & Co in attendance, presented a management presentation to Party C.

On April 22, 2026, in advance of the anticipated bid date of April 29, 2026, that had been previously communicated to bidders on April 7, 2026, Long Lake submitted a revised, non-binding indication of interest (the “April 22 Long Lake IOI”) that included a preliminary price for a potential strategic transaction at $9.00 per share on an all-cash basis. The April 22 Long Lake IOI indicated that Long Lake had completed their business due diligence (with only confirmatory diligence remaining) and was prepared to move forward efficiently. The April 22 Long Lake IOI requested a draft merger agreement, disclosure schedules, and voting and support agreement to be signed by certain major shareholders in order to facilitate the submission of a fully committed proposal by April 29, 2026. While the April 22 Long Lake IOI contemplated the acquisition of 100% of the outstanding equity of the Company, Long Lake requested the flexibility to discuss potential rollover participation with certain of the Company’s existing shareholders, who were not specified in the proposal.

On the morning of April 23, 2026, representatives of Rothschild & Co spoke informally with each member of the Special Committee regarding the April 22 Long Lake IOI. The Special Committee discussed that Long Lake had substantially completed its due diligence and had indicated that it was prepared to move quickly to enter into a definitive agreement, as compared to other bidders in the strategic transaction process that would need to complete significantly more due diligence before they would be in a position to enter into a definitive agreement. As a result and in response to Long Lake’s request, the Special Committee agreed to release the auction draft merger agreement to Long Lake with the understanding that Long Lake would work to increase the price per share above the price in the April 22 Long Lake IOI. Given the significant additional time required by Party A, Party C and Party D to complete their due diligence work ahead of the April 29 bid date set in the Phase 2 Bid Instruction Letter and to encourage those parties to focus on completing that due diligence ahead of that date, the Special Committee determined not to release the auction draft merger agreement to those bidders. At the same time, the Special Committee determined that it was prudent to share the auction draft merger agreement with Long Lake in order to more fully assess the April 22 Long Lake IOI and mitigate the risk that Long Lake could withdraw the April 22 Long Lake IOI if a transaction was not executed quickly.

On April 23, 2026, at the direction of the Special Committee, representatives of Kirkland provided the auction draft of the merger agreement and related disclosure schedules to representatives of Long Lake’s legal advisor, Latham & Watkins LLP (“Latham”). The auction draft of the merger agreement, among other things, did not specify any dollar values for the company termination fee (payable by the Company upon certain trigger events, including failure to obtain the Requisite Stockholder Approval at a meeting of Company stockholders) or buyer reverse termination fee, included a “hell or high water” regulatory efforts standard and did not contemplate any rollover agreements to be executed in connection with the signing of the merger agreement.

On the same date, representatives of Rothschild & Co delivered a phase 2 bid instruction letter (the “Phase 2 Bid Instruction Letter”) to Party A, Party C and Party D, which reaffirmed the bid date of April 29, 2026, as previously indicated by the Phase 2 Update, and included additional detail on instructions for the bids, which were to include a description of anticipated financing, anticipated regulatory approvals, and other customary information for a phase 2 indication of interest. Given the significant additional time required by Party A, Party C and Party D to complete their due diligence work ahead of the April 29 bid date set in the Phase 2 Bid Instruction Letter and to encourage those parties to complete that due diligence ahead of that date, the Phase 2 Bid Instruction Letter did not require the parties to provide markups of the auction draft merger agreement. On April 24, 2026, representatives of Latham informed representatives of Kirkland that Latham expected to send back limited revisions to the draft merger agreement together with a draft equity commitment letter and limited guarantee over the weekend of April 25-26 with the goal of trying to finalize those documents by April 29, 2026.

On April 26, 2026, following a request by Long Lake that voting and support agreements be obtained from three Significant Stockholders (American Express International, Inc. (“Amex”), EG Corporate Travel Holdings LLC (“Expedia”) and QIA Retail Holding LLC (“QIA”)), representatives of Kirkland circulated to Latham the auction draft form of a proposed voting and support agreement contemplated to be entered into by Amex, Expedia, and QIA in connection with a potential transaction.

On the morning of April 26, 2026, Latham delivered to Kirkland a markup of the draft Merger Agreement reflecting Long Lake’s proposed revisions, which, among other things, proposed to accept the “hell or high water” regulatory efforts standard but limit the remedial obligations to Company assets, proposed that the Company termination fee be 5% of equity value, expanded the triggers for payment of the Company termination fee, proposed that the Long Lake reverse termination fee be 5% of equity value, included a closing condition related to cognizant security agency approvals, and contemplated that rollover agreements with two identified significant stockholders would be executed in connection with the signing of the merger agreement.

From the morning of April 26, 2026, through May 2, 2026, representatives of Kirkland, Skadden and Latham exchanged drafts of, and communicated with respect to open issues in, the merger agreement, the disclosure schedules, the form of voting and support agreement to be entered into by Amex, Expedia and QIA, the debt commitment letter, the equity commitment letter for both preferred and common equity from Koch Equity Development LLC (“Koch”), the equity commitment letter and limited guarantee each being provided by Long Lake, and various other transaction documents.

On April 25, 2026, Party A informed representatives of Rothschild & Co that it would only be interested in continuing in the potential strategic transaction process if it was partnered with a financial partner with an artificial intelligence angle and/or a Minority Strategic Party in connection with evaluating submission of a revised indication of interest as contemplated by the Phase 2 Bid Instruction Letter.

From April 22, 2026, through April 27, 2026, based on the indication from Long Lake that it was contemplating seeking a rollover from two identified Company stockholders and the possibility that other bidders may also find a rollover desirable, representatives of Rothschild & Co, at the direction of the Special Committee, spoke to representatives of QIA and Expedia about their interest and/or willingness to roll over a portion of their equity in the Company in connection with a potential strategic transaction, and each signaled they were open to discussions.

On April 27, 2026, the Special Committee held a meeting, together with representatives of management, Rothschild & Co, and Kirkland. At the meeting, representatives of Rothschild & Co provided an update on the strategic transaction process, including the status of each active bidder and the proposed timeline for the process going forward. Representatives of Rothschild & Co discussed the work that had been done by each party in the strategic transaction process, including the significant additional due diligence and work on definitive transaction documents completed by Long Lake as compared to other bidders. Representatives of Rothschild & Co discussed with the Special Committee the fact that Long Lake had indicated to representatives of Rothschild & Co that, in the interest of expediting reaching definitive agreement on a potential transaction and to provide additional closing certainty, it was willing to provide equity commitments for 100% of the equity funding required, and would be prepared to forgo any discussions about equity rollovers from certain existing stockholders until after signing of definitive agreements. The Special Committee then discussed with representatives of Kirkland certain legal considerations around the request from Long Lake to engage in preliminary discussions about potential equity rollovers by two identified existing stockholders of the Company, including the request by Long Lake for the Special Committee (under power delegated to the Special Committee by the Company Board) to grant a limited waiver of Article XII in the Company’s certificate of incorporation to allow those preliminary discussions to occur. Following the discussion, the Special Committee approved the limited waiver of Article XII of the Company’s certificate of incorporation to allow Long Lake to have discussions and negotiations (but not enter into definitive agreements or final arrangements) with Expedia and QIA about a potential equity rollover. Representatives of Kirkland then updated the Special Committee on certain open issues in the latest draft merger agreement received from Latham and the Special Committee provided input on these remaining issues.

On April 27, 2026, representatives of Latham provided initial drafts of the equity commitment letter and limited guarantee from Long Lake to representatives of Kirkland.

Also on April 27, 2026, the Company executed a letter agreement with Expedia in contemplation of potential rollover discussions between representatives of Expedia and Long Lake, which contained confidentiality obligations and other terms governing the potential rollover discussions (and which did not contain a standstill restriction). Thereafter, Expedia was connected with Long Lake and permitted to engage in discussions regarding a potential rollover, but was expressly not permitted to enter into any agreement or arrangement with respect to a potential rollover until approved by the Special Committee.

On April 27, 2026, Party C indicated to representatives of Rothschild & Co that, while it continued to be interested in a transaction with the Company, due to the size of the Company and Party C’s struggles with underwriting the full equity required for a transaction, Party C only would be interested in proceeding as a minority partner with another bidder.

On April 28, 2026, members of management and representatives of Rothschild & Co participated in a management meeting with representatives of Expedia. The materials provided the same day to Expedia following the management meeting included the Bidder Projections.

On April 28, 2026, representatives of Latham sent revisions to the form of voting and support agreement to representatives of Kirkland and provided an initial draft of the debt commitment letter with the lenders in the potential transaction.

On April 28, 2026, the Company entered into a letter agreement with QIA in contemplation of potential rollover discussions between representatives of QIA and Long Lake, which contained confidentiality obligations and other terms governing the potential rollover discussions (and which did not contain a standstill restriction). Thereafter, QIA was connected with Long Lake and permitted to engage in discussions regarding a potential rollover, but was expressly not permitted to enter into any agreement or arrangement with respect to a potential rollover until approved by the Special Committee.

On April 29, 2026, representatives of Party D indicated that they would not meet the April 29 bid date in the Phase 2 Bid Instruction Letter and requested additional time to submit a revised indication of interest by May 1. Party D indicated that they would need approximately three weeks of further due diligence before being prepared to consider entering into definitive agreements relating to a potential transaction, and that they continued to value the Company consistent with the March 26 Party D IOI.

Also on April 29, 2026, representatives of Long Lake spoke with representatives of Rothschild & Co and, in order to efficiently finalize the terms of a potential transaction, verbally conveyed that Long Lake had determined to increase its offer to $9.25 per share for 100% of the outstanding equity of the Company. Representatives of Long Lake indicated that their proposal was fully-priced, and noted, among other factors, current disruptions in the travel market and surging jet fuel prices as constraining their ability to reach a higher valuation. Later that day, representatives of Long Lake submitted a written revised non-binding indication of interest (the “April 29 Long Lake IOI”) that memorialized the $9.25 per share all-cash offer price conveyed earlier that day, along with fully committed debt and equity financing letters, including preferred equity, and expressed a willingness to execute definitive agreements within 24 to 48 hours. While the April 29 Long Lake IOI continued to mention a potential rollover by certain existing Company stockholders, such a rollover was not required for Long Lake to enter into definitive agreements.

Later that day, representatives of Kirkland delivered a form of voting and support agreement, which had been negotiated between the Company and Long Lake, to representatives of Amex, Expedia, and QIA, the Significant Stockholders from whom Long Lake indicated it would require voting and support agreements in connection with entering into a definitive merger agreement.

On April 29, 2026, representatives of Rothschild & Co provided the Special Committee with an updated disclosure of relationships of Rothschild & Co with relevant parties to the potential transaction, including the Company, certain Significant Stockholders, Long Lake, General Catalyst, and other relevant parties.

On April 30, 2026, the Special Committee held a meeting, together with representatives of management, Rothschild & Co, and Kirkland. At the meeting, representatives of Rothschild & Co provided an update on the strategic transaction process, including the status of each active bidder and the proposed timeline for the strategic transaction process going forward, including Party C’s indication that it would only proceed as a minority partner to another bidder. The Special Committee then discussed the extended timeline that Party D required in order to be prepared to potentially enter into definitive transaction agreements and that a representative of Party D had indicated that, while preliminary and subject to diligence and investor committee approval, any revised offer would likely be consistent with the valuation that it had submitted in the March 26 Party D IOI. The Special Committee also discussed that Party A had not submitted a revised bid by the April 29 bid date and had not provided any indication that it was willing to increase its offer from the March 24 Party A IOI. The Special Committee discussed Long Lake’s preparedness to enter into definitive agreements on a very short timeline, notwithstanding that financial markets were experiencing significant volatility and the potential macroeconomic and industry challenges resulting from the ongoing conflict in the Middle East and the related surge in jet fuel pricing (which has a direct impact on travel expenses). Representatives of Kirkland

then provided an update on the status of negotiation of definitive documents with Long Lake and the process and outreach to Amex, Expedia, and QIA to sign voting and support agreements concurrently with the execution of the merger agreement. The Special Committee also discussed a request from Long Lake to obtain another voting and support agreement from BR Investors Juweel, L.P. (“BR Investors Juweel”) and directed representatives of Kirkland to engage with BR Investors Juweel about that request. Representatives of Kirkland then discussed with the Special Committee an updated disclosure on relationships of each of Rothschild & Co and Kirkland (which Rothschild & Co disclosure had previously been provided to the Special Committee on April 29, 2026) with relevant parties to the potential transaction, including the Company, certain Significant Stockholders, Long Lake, General Catalyst, and other relevant parties. Kirkland disclosed that certain such parties (including General Catalyst) were clients of Kirkland, and each such client represented less than 0.33% of Kirkland’s total revenues over the preceding two-year period.

The Special Committee concluded that none of the relationships disclosed would affect Kirkland’s or Rothschild & Co’s ability to serve as advisors to the Special Committee. Representatives of Rothschild & Co then reviewed with the Special Committee its updated preliminary financial analyses of the Company and the Potential Transaction based on the Management Projections and the April 29 Long Lake IOI. Following the discussion, the Special Committee, with input from representatives of management, Kirkland and Rothschild & Co, evaluated the April 29 Long Lake IOI and whether to make a counterproposal. Among the factors considered were: (i) the several weeks that it would take any other remaining bidders to complete due diligence and negotiate definitive agreements with no assurance that they would be prepared to do so, (ii) the fact that no other bidders had submitted a revised indication of interest by the April 29 deadline in the Phase 2 Bid Instruction Letter, (iii) the robust strategic transaction process and significant number of potentially interested parties that had been part of the Company’s outreach, as well as the number of parties that had received due diligence information on the Company, (iv) the risk that Long Lake could withdraw the April 29 Long Lake IOI if a transaction was not executed quickly, including due to the concern that lenders may withdraw or reduce the debt commitments they were willing to provide to fund the transaction, (v) the Special Committee’s assessment of the Company’s intrinsic value, including historical financial performance, growth prospects and long-term strategic objectives, including risks related to geopolitical and macroeconomic conditions and competitive and technological disruption that could adversely impact the Company’s ability to achieve its long-term objectives, (vi) the updated preliminary financial analyses provided by representatives of Rothschild & Co, and (vii) Long Lake’s financing commitments and ability to consummate a potential strategic transaction on an expedited basis. The Special Committee then directed representatives of Rothschild & Co to present a counterproposal (the “Counterproposal”) to representatives of Long Lake consisting of a transaction for (1) $9.50 in cash per share, (2) a Company termination fee of 3.9% of equity value, and (3) a Long Lake reverse termination fee of 5.25% of equity value. The Special Committee instructed representatives of Rothschild & Co to inform Long Lake that if Long Lake was willing to accept the Counterproposal, then the Special Committee would direct its advisors to proceed to finalize the terms of the potential transaction.

On the same date, promptly following the meeting of the Special Committee, representatives of Rothschild & Co delivered the Counterproposal to representatives of Long Lake, who accepted the terms of the Counterproposal. Later that day, representatives of Long Lake delivered a written best and final non-binding indication of interest (the “April 30 Long Lake IOI”) to acquire all of the outstanding shares of Company Common Stock at $9.50 per share in cash, which April 30 Long Lake IOI requested the parties enter into exclusivity. Thereafter, the Company and Long Lake, with the approval of the Special Committee, entered into a written agreement providing Long Lake exclusivity in respect of a potential acquisition of the Company through 11:59 p.m., Eastern Time, on May 3, 2026. On the same date, representatives of Latham sent representatives of Kirkland a revised debt commitment letter from the lenders in the potential transaction, as well as an equity commitment letter for both preferred and common equity from Koch. Representatives of the Company provided representatives of BR Investors Juweel with the form of voting and support agreement. Representatives of Amex, Expedia, and QIA sent representatives of Kirkland comments on the form of voting and support agreement. Thereafter, representatives of Kirkland, Latham, Amex, Expedia, QIA, and BR Investors Juweel exchanged several drafts of the form of voting and support agreement in anticipation of executing a voting and support agreement with each such stockholder concurrently with the execution of the merger agreement.

That same day, representatives of Long Lake informed representatives of Rothschild & Co that no substantive discussions had occurred between Long Lake and Expedia or QIA regarding a potential rollover, and that any further discussions and potential arrangements relating to an equity rollover with QIA and Expedia would only take place following the announcement of a transaction. For more information on discussions relating to an equity rollover between Long Lake and QIA or Expedia please see the section of this proxy statement titled “The Merger — Treatment of the Company’s Equity Awards — Arrangements with Parent.”

Also on April 30, 2026, representatives of Party B confirmed to representatives of Rothschild & Co that they had deprioritized their work on a potential strategic transaction with the Company and would not be proceeding with a potential strategic transaction.

From April 30, 2026, through the public announcement on May 4, 2026 of the definitive agreement between Long Lake and the Company, Company management and representatives of Long Lake exchanged drafts of expected communications about a potential transaction with stockholders, employees, customers, suppliers, and other relevant parties.

On the morning of May 1, 2026, a representative of Rothschild & Co informed the Company director affiliated with Party D that the Company had entered into exclusivity with another interested party. The director then confirmed that Party D would not be submitting a revised bid. The director also indicated that, given Party D’s involvement as a potential bidder in the strategic transaction process, the director intended to recuse himself from any meeting of the Company Board to approve a definitive agreement with another bidder.

Also on May 1, 2026, the Special Committee held a meeting with representatives of management, Kirkland, and Rothschild & Co in attendance. Representatives of Kirkland then reviewed the fiduciary duties of the directors with respect to the potential transaction under Delaware law. Representatives of management then led the Special Committee in a discussion of potential opportunities and risks related to the Company’s standalone performance and how that could impact the likelihood of achieving the Management Projections. Representatives of Kirkland also reviewed the material terms of the merger agreement, the voting and support agreements, the equity commitment letter and limited guarantee from Long Lake, the debt commitment letter from the lenders to Long Lake, and the equity commitment letter from Koch. Representatives of Rothschild & Co then reviewed with the Special Committee Rothschild & Co’s financial analysis of the Company and the Merger, and delivered to the Special Committee Rothschild & Co’s opinion, which was subsequently confirmed in writing, to the effect that, as of May 1, 2026 and based upon and subject to the various qualifications, limitations and assumptions set forth therein, the Merger Consideration payable to the holders of shares of Company Common Stock in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. After discussion among the Special Committee, including a discussion of the factors described below in the section of this proxy statement titled “The Merger — Reasons for the Merger; Recommendation of the Special Committee and the Company Board,” the Special Committee unanimously (i) determined that the merger agreement and the transactions contemplated thereby, on the terms and subject to the conditions set forth therein, were fair to, advisable and in the best interests of, the Company and its stockholders and (ii) recommended that the Company Board (A) approve and declare advisable the merger agreement, the Voting Agreements with each of Amex, QIA, Expedia and BR Investors Juweel (and grant a waiver under Article XII in the Company’s certificate of incorporation with respect to the Voting Agreements) and the transactions contemplated thereby and (B) recommend adoption of the merger agreement to the Company’s stockholders (this clause (ii), the “Special Committee Recommendation”).

On May 1, 2026, the Company Board held a meeting with representatives of management, Skadden, Kirkland and Rothschild & Co in attendance. Each director of the Company Board attended except for the director affiliated with Party D, who had previously informed representatives of management of his desire to be recused given Party D’s involvement in the strategic transaction process as a potential bidder. Representatives of Skadden then reviewed the fiduciary duties of directors with respect to the potential transaction under Delaware law. Representatives of Skadden and Kirkland then discussed with the Company Board disclosed relationships of each of Skadden and Kirkland with relevant parties to the potential transaction, including the Company, certain Significant Stockholders, Long Lake, General Catalyst and other relevant parties. Representatives of Kirkland also discussed with the Company Board disclosed relationships of Rothschild & Co with each of the same relevant parties. Representatives of Rothschild & Co then provided an overview of the strategic transaction process, including a review of the offers received and the April 30 Long Lake IOI and a review of the potential counterparties that had been contacted in the strategic transaction process and the due diligence and work done by those parties. Representatives of Rothschild & Co then reviewed with the Company Board Rothschild & Co’s financial analyses of the Company and the Merger based on the Management Projections and the April 30 Long Lake IOI. Representatives of Rothschild & Co then informed the Company Board that Rothschild & Co had delivered its opinion to the Special Committee to the effect that, as of May 1, 2026 and based upon and subject to the various qualifications, limitations and assumptions set forth therein, the Merger Consideration payable to the holders of shares of Company Common Stock in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. Representatives of Kirkland then reviewed the material terms of the Merger Agreement, the Voting Agreements, the equity commitment letter and limited guarantee from Long Lake, the debt commitment letter from the lenders to Long Lake, and the equity commitment letter from Koch. A representative

of the Special Committee then provided an overview of the Special Committee Recommendation. After discussion among the Company Board, acting upon the Special Committee Recommendation, the Company Board (i) determined that it was in the best interests of the Company and the Company’s stockholders, and declared it advisable, to enter into the merger agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (ii) approved the execution and delivery of the Merger Agreement and Voting Agreements by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and subject to the conditions set forth therein; (iii) resolved to recommend that the Company’s stockholders adopt the Merger Agreement in accordance with the DGCL on the terms and subject to the conditions set forth in the Merger Agreement; and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by the Company’s stockholders at a meeting thereof on the terms and subject to the conditions set forth in the Merger Agreement. In addition, the Company Board approved the Merger Agreement, the Voting Agreement and the transactions contemplated thereby, including the Merger, for purposes of Article XII of the Company’s certificate of incorporation and any takeover statute that may purport to be applicable with respect to or as a result of the Merger Agreement, the Voting Agreements or the transactions contemplated thereby (including the Merger) and elected not to be subject to such provision of the Company’s certificate of incorporation or any such takeover statute.

Subsequently, in the early hours of May 2, 2026, the Company, Long Lake, Amex, Expedia, BR Investors Juweel, Koch, and the lenders under the debt commitment letter executed and delivered, as applicable, the Merger Agreement, the Voting Agreements with BR Investors Juweel, Expedia and Amex, the debt commitment letter from the lenders, the equity commitment letters, the limited guarantee, and the other transaction documents.

Following QIA’s internal approvals, on May 3, 2026, QIA, Long Lake and the Company executed and delivered a Voting Agreement.

On May 4, 2026, the Company issued a press release announcing the transaction and filed with the SEC a Current Report on Form 8-K, which attached copies of the Merger Agreement, the form of Voting Agreement, and the press release announcing the transaction as exhibits.

On October 3, 2025, the Company Board unanimously adopted resolutions forming the Special Committee for the purpose of negotiating, overseeing the negotiation of and/or rejecting any potential strategic transactions outside the ordinary course of business. The Company Board delegated to the Special Committee the power and authority of the Company Board, to the fullest extent permitted by applicable law and the Company’s Bylaws, with respect to, or arising from, any such potential strategic transaction, including, without limitation, that the Special Committee was authorized and empowered to (a) negotiate (or oversee the negotiation of) and to reject any potential strategic transaction; (b) take such actions as it may deem necessary or desirable to consider, negotiate (or oversee the negotiation of) and evaluate the terms, conditions and advisability of any potential strategic transaction, including recommending in favor of or against any such potential strategic transaction to the Company Board and/or the Company stockholders; (c) determine whether any potential strategic transaction is in the best interests of the Company and the Company stockholders and to report its recommendation to the Company Board and/or the Company stockholders; (d) assist in the preparation and filing of any documents as may be required with respect to matters relating to, or arising from, any such potential strategic transaction; and (e) take all other actions that are, in the opinion of the Special Committee, necessary or desirable in connection with the foregoing. The Company Board further resolved that the Special Committee could retain any advisors and consultants (including legal and investment banking advisors) that the Special Committee determined appropriate, and that the Company Board would not approve any potential strategic transaction without the prior approval or recommendation for approval of the Special Committee.

In evaluating the Merger and the other transactions contemplated by the Merger Agreement, the Special Committee, comprised solely of independent and disinterested directors, consulted with members of Company management, Kirkland and Rothschild & Co. After careful and thorough consideration, at a meeting held on May 1, 2026, the Special Committee unanimously determined that the Merger Agreement, the Voting Agreements and the other agreements and documents contemplated by the Transaction Documents and the transactions contemplated thereby, including the Merger, on the terms and subject to the conditions set forth therein, are fair to, advisable and in the best

interests of the Company and the Company stockholders, and recommended that the Company Board (a) approve and declare advisable the Merger Agreement, the Transaction Documents and the transactions contemplated thereby and (b) recommend adoption of the Merger Agreement to the Company stockholders.

In arriving at its determination and in recommending that the Company Board (a) approve and declare advisable the Merger Agreement, the Transaction Documents and the transactions contemplated thereby and (b) recommend adoption of the Merger Agreement to the Company stockholders, the Special Committee considered many factors, including the following non-exhaustive list of factors (not necessarily in order of relative importance), which the Special Committee viewed as weighing in favor of its determination and recommendation:

The Special Committee also considered a number of factors relating to the procedural safeguards present to ensure the fairness of the Merger and to permit the Special Committee to represent effectively the interests of the Company stockholders:

The Special Committee considered a number of uncertainties and risks in making its determinations with respect to the Merger, including the following non-exhaustive list (not necessarily in order of relative importance):

The Special Committee concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Merger were outweighed by the potential benefits of the Merger Agreement and the Merger.

In evaluating the Merger and the other transactions contemplated by the Merger Agreement, the Company Board consulted with members of Company management, Skadden, Kirkland and Rothschild & Co, and considered the recommendations of the Special Committee. After careful and thorough consideration, at a meeting held on May 1, 2026, the Company Board, acting upon the unanimous recommendation of the Special Committee, (a) determined that it is in the best interests of the Company and the Company stockholders, and declares it advisable, to enter into the Merger Agreement and consummate the Merger upon the terms and subject to the conditions set forth in the Merger Agreement; (b) approved the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder, and the consummation of the Merger upon the terms and conditions set forth therein; (c) resolved to recommend that the Company stockholders adopt the Merger Agreement in accordance with the DGCL on the terms and subject to the conditions set forth in the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by the Company stockholders at a meeting thereof on the terms and subject to the conditions set forth in the Merger Agreement.

In arriving at its determination and in recommending that the Company stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal, if necessary or appropriate, to solicit additional proxies for the Merger Proposal, the Company Board considered many factors, including the following non-exhaustive list of material factors and countervailing factors (not necessarily in order of relative importance):

The Company Board concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Merger were outweighed by the potential benefits of the Merger Agreement and the Merger.

The foregoing discussion of the reasons for the recommendation of the Special Committee and the Company Board is not intended to be exhaustive but addresses the material information and factors considered in connection with their evaluation of the Merger. In view of the wide variety of factors considered and the complexity of these matters, neither the Special Committee nor the Company Board found it practicable to, and neither did, quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations and recommendation. Rather, in considering the information and factors described above, the members of the Special Committee and the Company Board each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Special Committee and the Company Board based their recommendations on the totality of the information presented and concluded that the potential benefits of the Merger outweighed the uncertainties, risks and potential negative factors. This explanation of the factors and reasoning contains forward-looking statements that should be read together with the section of this proxy statement titled “Forward-Looking Statements.”

The Special Committee retained Rothschild & Co as its financial advisor in connection with advising the Special Committee with respect to the potential sale, merger or other strategic alternative involving the Company, including, without limitation, the transactions contemplated by the Merger Agreement. The Special Committee selected Rothschild & Co based on its qualifications, experience, reputation, and independence. As part of its investment banking business, Rothschild & Co regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, restructurings, capital raises and other transactions.

On May 1, 2026, at a meeting of the Special Committee held to evaluate the proposed Merger and other transactions contemplated by the Merger Agreement, Rothschild & Co delivered to the Special Committee its opinion, which was subsequently confirmed by delivery of a written opinion dated May 1, 2026, to the effect that, as of such date and on the basis of and subject to the qualifications, limitations and assumptions set forth in the written opinion, the Merger Consideration payable to the Company stockholders in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Rothschild & Co’s written opinion, dated May 1, 2026, which describes the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of Rothschild & Co’s opinion contained herein is qualified in its entirety by reference to the full text of such opinion.

Rothschild & Co’s opinion was provided for the benefit of the Special Committee in connection with and for the purpose of its evaluation of the Merger. Rothschild & Co’s opinion should not be construed as creating any fiduciary duty on Rothschild & Co’s part to any party. Rothschild & Co’s opinion was limited to the fairness, from a financial point of view, of the Merger Consideration payable to the Company stockholders in the Merger pursuant to the Merger Agreement, and Rothschild & Co was not asked to, nor did it, offer any opinion as to the terms, other than the Merger Consideration to the extent expressly set forth in its opinion, of the Merger, the Merger Agreement or any other agreement entered into in connection with the Merger. Rothschild & Co expressed no opinion as to the price at which the shares of Company Common Stock would trade at any future time. In addition, Rothschild & Co did not express any opinion as to the Company’s, the Company Board’s or the Special Committee’s underlying business decisions to engage in the Merger or the relative merits of the Merger as compared to any alternative transaction. Rothschild & Co’s opinion did not constitute a recommendation to the Special Committee as to whether to approve the Merger or a recommendation as to whether or not any Company stockholder should vote or otherwise act with respect to the Merger or any other matter. In addition, Rothschild & Co was not asked by the Special Committee to address, nor did Rothschild & Co’s opinion address, the fairness to, or any other consideration of, (a) the holders of any class of securities or creditors or other constituencies of the Company or (b) the fairness of the amount or nature of any compensation to be

paid or payable to any of the officers, directors or employees of Parent, the Company, or any class of such persons, whether relative to the Merger Consideration pursuant to the Merger Agreement or otherwise.

In connection with its opinion, Rothschild & Co, among other things:

In addition, Rothschild & Co held discussions with certain members of the management of the Company regarding the Merger, the past and current business operations and financial condition and prospects of the Company, the Forecasts and certain other matters Rothschild & Co believed necessary or appropriate to its inquiry.

In arriving at its opinion, Rothschild & Co, with the Special Committee’s consent, relied upon and assumed, without independent verification, the accuracy and completeness of all information that was publicly available or was furnished or made available to Rothschild & Co by the Company and its associates, affiliates and advisors, or otherwise reviewed by or for Rothschild & Co, and Rothschild & Co did not assume any responsibility or liability therefor. Rothschild & Co did not conduct any valuation or appraisal of any assets or liabilities of the Company (including, without limitation, real property owned by the Company or to which the Company holds a leasehold interest), nor were any such valuations or appraisals provided to Rothschild & Co, and Rothschild & Co did not express any opinion as to the value of such assets or liabilities. Rothschild & Co did not evaluate the solvency or fair value of the Company or Parent under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. In addition, Rothschild & Co did not assume any obligation to conduct any physical inspection of the properties or the facilities of the Company or Parent. At the direction of the management of the Company, Rothschild & Co used and relied upon the Forecasts for purposes of its opinion. In relying on the Forecasts, Rothschild & Co assumed, at the direction of the Company, that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by the Company’s management as to the expected future results of operations and financial condition of the Company and that the financial results reflected in such Forecasts would be achieved at the times and in the amounts projected. Rothschild & Co expressed no view as to the reasonableness of the Forecasts and the assumptions on which they are based.

Rothschild & Co assumed that the transactions contemplated by the Merger Agreement would be consummated as contemplated in the Merger Agreement without any waiver or amendment of any terms or conditions, including, among other things, that the parties would comply with all material terms of the Merger Agreement and that in connection with the receipt of all necessary governmental, regulatory or other approvals and consents required for the Merger, no material delays, limitations, conditions or restrictions would be imposed. For purposes of rendering its opinion, Rothschild & Co assumed that there had not occurred any material change in the assets, financial condition, results of operations, business or prospects of the Company since the date of the most recent financial statements and other information, financial or otherwise, relating to the Company made available to Rothschild & Co, and that there was no information or any facts that would make any of the information reviewed by Rothschild & Co incomplete or misleading. Rothschild & Co did not express any opinion as to any tax or other consequences that may result from the Merger, nor did its opinion address any legal, tax, regulatory or accounting matters. Rothschild & Co relied as to all

legal, tax and regulatory matters relevant to rendering its opinion upon the assessments made by the Company and its other advisors with respect to such issues. In arriving at its opinion, Rothschild & Co did not take into account any litigation, regulatory or other proceeding that was pending or may be brought against the Company or any of its affiliates. In addition, Rothschild & Co relied upon and assumed, without independent verification, that the final form of the Merger Agreement would not differ in any material respect from the draft of the Merger Agreement reviewed by Rothschild & Co.

Rothschild & Co’s opinion was necessarily based on securities markets, economic, monetary, financial and other general business and financial conditions as they existed and could be evaluated on, and the information made available to Rothschild & Co as of, the date thereof and the conditions and prospects, financial and otherwise, of the Company as they were reflected in the information provided to Rothschild & Co and as they were represented to Rothschild & Co in discussions with the management of the Company. Although subsequent developments may affect Rothschild & Co’s opinion and the assumptions used in preparing it, Rothschild & Co does not have any obligation to update, revise, or reaffirm its opinion.

The following represents a summary of the material financial analyses performed by Rothschild & Co, each of which is a standard valuation methodology customarily undertaken in transactions of this type, in connection with providing its opinion, dated May 1, 2026, to the Special Committee. The summary of these analyses is not a comprehensive description of all analyses and factors considered by Rothschild & Co. The preparation of a fairness opinion is a complex analytical process that involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to summary description. No one method of analysis should be regarded as critical to the overall conclusion reached by Rothschild & Co. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. The conclusion reached by Rothschild & Co was based on all analyses and factors taken as a whole and also on application of Rothschild & Co’s experience and judgment, which conclusion may involve significant elements of subjective judgment and qualitative analysis. Some of the summaries of financial analyses performed by Rothschild & Co include information presented in tabular format. In order to fully understand the financial analyses performed by Rothschild & Co, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Rothschild & Co. The order of analyses described below does not represent the relative importance or weight given to the analysis by Rothschild & Co.

As used in this section of this proxy statement, (a) all references to “fully diluted” shares and phrases of similar import, when used in relation to the Company, mean the number of fully diluted outstanding shares of Company Common Stock, including all shares subject to outstanding Company RSUs, Company PSUs (assuming for this purpose that all applicable performance goals are achieved at the target level but excluding additional shares issuable pursuant to outstanding performance stock units if all applicable performance goals are achieved at the maximum level), and earnout shares, and excluding (i) certain shares issuable to Apollo Strategic Growth Capital that are outstanding as of April 30, 2026, but that are expected to be canceled in connection with the Merger and (ii) certain shares not outstanding as of April 30, 2026, but that are expected to be issued by the Company pursuant to an agreement related to the Company’s merger with CWT, each as based on the most recently available information as of April 30, 2026, as provided and approved for Rothschild & Co’s use by the management of the Company; (b) the “EV” of a company as of any given time refers to the enterprise value of such company (calculated as further discussed below) at such time; and (c) the “Adjusted EBITDA” or “Adj. EBITDA” of a company for any given period means the earnings before interest, taxes, depreciation and amortization of such company during such period and excludes the expense of stock-based compensation, other tax-deductible expenses including mergers and acquisitions and integration-related costs, other one-time items, tax, depreciation and amortization.

Rothschild & Co performed a selected public companies analysis in order to derive an implied per share equity value reference range for the Company from the market value and trading multiples of other publicly traded companies and then compared this implied per share equity value reference range with the Merger Consideration provided for in the Merger Agreement. Rothschild & Co selected the publicly traded companies that Rothschild & Co deemed most

relevant to consider in relation to the Company, based on its professional judgment and experience, that for purposes of this analysis Rothschild & Co considered similar to the operations of one or more of the business lines of the Company. However, because of inherent differences in businesses, operations and prospects, none of the publicly traded companies listed below are directly comparable to the Company. The publicly traded companies selected by Rothschild & Co for purposes of this analysis included the following companies, which Rothschild & Co refers to, collectively, as the “selected public companies”:

For purposes of its analysis of the selected public companies, Rothschild & Co (a) reviewed, among other things, for each of the selected public companies, the per share stock price of such selected public companies as of April 30, 2026, public filings made by such selected public companies for certain historical financial information and data for such selected public companies that Rothschild & Co obtained from broker research and, where applicable, adjusted to account for certain events such as acquisitions and divestitures; and (b) calculated the EV of each of the selected public companies as a multiple of the estimated EBITDA (less capitalized software expense) for the calendar year ending December 31, 2026, which multiple Rothschild & Co refers to as “EV / Adj. EBITDA (less CapSW).”

“EV” was calculated as fully diluted equity market value based on per share stock prices as of April 30, 2026, (a) with respect to each of the selected public companies, plus such company’s most recently disclosed net debt and debt-like items and other adjustments including pension, minority interest, and investments or (b) with respect to the Company, plus the Company’s debt and debt-like items and other adjustments including pension, minority interest, and equity method investments, less the Company’s cash, each as of March 31, 2026, and as provided and approved for Rothschild & Co’s use by the management of the Company.

The results of Rothschild & Co’s review of the EV / Adj. EBITDA (less CapSW) multiples are summarized in the chart below:

Based on the 2026 EV / Adj. EBITDA (less CapSW) multiple calculated above and on Rothschild & Co’s professional judgment, Rothschild & Co applied an illustrative range of EV / Adj. EBITDA multiples of 9.0x to 12.0x to the estimated Adj. EBITDA (less CapSW) of the Company for fiscal year 2026, as provided in the Forecasts, to reach a range of implied EVs for the Company. To calculate implied equity values, Rothschild & Co then subtracted from such implied EVs (a) the amount of the Company’s debt, (b) the Company’s pension liabilities and (c) the Company’s minority interest, and added the Company’s (i) cash and cash equivalents and (ii) equity method investments, each as provided and approved for Rothschild & Co’s use by the management of the Company, and each as of March 31, 2026, and as provided and approved for Rothschild & Co’s use by the management of the Company. Rothschild & Co then

divided such implied equity values by the number of fully diluted outstanding shares of Company Common Stock, as provided and approved for Rothschild & Co’s use by the management of the Company, to reach the following implied per share equity value reference range for the Company, rounded to the nearest $0.25, as compared to the Merger Consideration.

Rothschild & Co performed a selected precedent transactions analysis in order to derive an implied per share equity value reference range for the Company from implied transaction EV multiples in merger or acquisition transactions involving other companies that occurred since February 2015 and then compared this implied per share equity value reference range with the Merger Consideration provided for in the Merger Agreement. Using publicly available information, Rothschild & Co analyzed the EV multiples in the twelve (12) selected transactions listed in the table below involving target companies that in Rothschild & Co’s view, based on its professional judgment and experience, generally reflected similar characteristics to the Company’s business operations. In the table and descriptions below, Rothschild & Co refers to “last twelve months” as “LTM.”

Based on its professional judgment and experience, Rothschild & Co deemed these transactions relevant to consider in relation to the Company and the Merger. No company, business or transaction used in this analysis is identical or directly comparable to the Company or the Merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which the Company or the Merger was compared.

For purposes of this analysis, Rothschild & Co calculated the EV of each of the target companies in the selected precedent transactions based on the market and financial data of the target companies as well as the implied EV of the target company of the selected transaction as a multiple of (a) the LTM Adj. EBITDA of the target company that was publicly disclosed at the time each such selected transaction was announced; (b) where available, the LTM Adj. EBITDA of the target company during the 12-month period ending closest to the date of announcement of the Merger or acquisition for which such information was publicly available; or (c) for companies for which LTM financial information was not available, the annual Adj. EBITDA of the target company for the period closest to the date of announcement of the Merger or acquisition for which such information was publicly available, which multiples Rothschild & Co refers to as “EV / LTM Adj. EBITDA.”

Based on the EV / LTM Adj. EBITDA multiples calculated for the selected transactions and on Rothschild & Co’s professional judgment, Rothschild & Co applied an illustrative range of 10.0x to 12.0x to the LTM Adj. EBITDA (less CapSW) of the Company for the period ended March 31, 2026 of approximately $440 million (pro forma for the CWT acquisition and inclusive of 2026E CWT synergies), as provided by in the Forecasts prepared by the management of the Company and approved for Rothschild & Co’s use by the Special Committee, to reach a range of implied EVs for the Company. To calculate implied equity values, Rothschild & Co then subtracted from such implied EVs (a) the amount of the Company’s debt, (b) the Company’s pension liabilities and (c) the Company’s minority interest, and added the Company’s (i) cash and cash equivalents and (ii) equity method investments, each as provided and approved for Rothschild & Co’s use by the management of the Company, and each as of March 31, 2026, and as provided and approved for Rothschild & Co’s use by the management of the Company. Rothschild & Co then divided such implied equity values by the number of fully diluted outstanding shares of Company Common Stock, as provided and approved for Rothschild & Co’s use by the management of the Company, to reach the following implied per share equity value reference range for the Company, rounded to the nearest $0.25, as compared to the Merger Consideration:

Rothschild & Co performed a discounted cash flow (“DCF”) analysis for the Company in order to derive an implied per share equity value reference range for the Company if it were to remain an independent public company, and then compared this implied per share equity value reference range with the Merger Consideration provided for in the Merger Agreement. In this analysis, Rothschild & Co calculated a range of implied EVs for the Company by adding (a) the estimated unlevered, after-tax free cash flows that the Company was forecasted to generate for the last three quarters of fiscal year 2026 through the end of fiscal year 2030 based on the Forecasts provided by the management of the Company, discounted to present value, as of March 31, 2026, after the application of a range of illustrative discount rates, which were based on the estimated weighted average cost of capital for the Company; and (b) the present value, as of March 31, 2026, of the implied terminal value of the Company, after the application of a range of illustrative discount rates, which were based on the estimated weighted average cost of capital for the Company, and a range of perpetuity growth rates. Utilizing the perpetuity growth rate methodology, Rothschild & Co estimated the terminal value of the Company by applying an illustrative range of perpetuity growth rates of 1.0% to 3.0%, which Rothschild & Co selected using its professional judgment and experience, to the projected unlevered free cash flows included in the Forecasts for the terminal period. Rothschild & Co used the mid-year discounting convention and applied a range of illustrative discount rates of 11.0% to 13.0%, based on an estimated weighted average cost of capital of the Company.

To calculate implied equity values, Rothschild & Co then subtracted from such implied EVs (a) the amount of the Company’s debt and (b) the Company’s minority interest, and added the Company’s (i) cash and cash equivalents and (ii) equity method investments, each as provided and approved for Rothschild & Co’s use by the management of the Company, and each as of March 31, 2026, and as provided and approved for Rothschild & Co’s use by the management of the Company. Rothschild & Co then divided such implied equity values by the number of fully diluted outstanding shares of Company Common Stock, as provided and approved for Rothschild & Co’s use by the management of the Company, to reach the following implied per share equity value reference range for the Company, rounded to the nearest $0.25, as compared to the Merger Consideration:

In rendering its opinion, for illustrative purposes only and not relied upon in reaching its conclusion, Rothschild & Co also reviewed and considered other factors, including:

The financial analyses set out above are not a comprehensive description of all analyses and examinations actually conducted by Rothschild & Co in connection with its opinion and are qualified in their entirety by reference to the full text of the written opinion of Rothschild & Co attached herein as Annex B to this proxy statement.

The preparation of a fairness opinion is a complex process and involves various judgments and determinations as to the most appropriate and relevant financial analyses and the application of those methods to the particular circumstances involved, and therefore a fairness opinion necessarily is not susceptible to partial analysis or summary description. Rothschild & Co believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of its analyses and of the factors considered, without considering all of the described analyses and factors, would create an incomplete view of the process underlying Rothschild & Co’s analyses and opinion. In arriving at its fairness determination, Rothschild & Co considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered. Rather, Rothschild & Co made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the analyses described above as a comparison is directly comparable to the Company or the Merger.

In performing its analyses, Rothschild & Co made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of the Company. Rothschild & Co’s analyses were based in part on the Forecasts and other third-party research analyst estimates, which are not necessarily indicative of actual values or actual future results and which may be significantly more or less favorable than those suggested by Rothschild & Co’s analyses. These analyses were prepared solely as part of the analysis performed by Rothschild & Co with respect to the fairness, from a financial point of view, of the Merger Consideration payable to the Company stockholders in the Merger pursuant to the Merger Agreement, and were provided to the Special Committee in connection with the delivery of Rothschild & Co’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities may trade at any time in the future.

As described above, Rothschild & Co’s opinion, together with the financial analyses performed by Rothschild & Co in connection with its opinion and reviewed by the Special Committee, were among the many factors that the Special Committee took into consideration in making the recommendation of the Special Committee. Rothschild & Co was not requested to, and did not, recommend any specific amount of consideration to the Special Committee or that any specific amount of consideration constituted the only appropriate consideration in the Merger. The amount and type of consideration payable in the Merger was determined through arm’s-length negotiations between the Special Committee, on the one hand, and Parent, on the other hand. Consequently, Rothschild & Co’s opinion should not be viewed as determinative of the views

of the Special Committee, the Company Board or the management of the Company with respect to the Merger Consideration or the Merger, including whether the Special Committee would have been willing to determine that a different Merger Consideration was fair.

Rothschild & Co is acting as financial advisor to the Special Committee with respect to the Merger and will receive an aggregate fee of up to approximately $46 million from the Company for its services, $250,000 of which was paid as a one-time retainer fee, $4 million of which became payable upon delivery of Rothschild & Co’s opinion and the remainder of which is contingent upon the consummation of the Merger. The Company has also agreed to reimburse Rothschild & Co for certain expenses and to indemnify Rothschild & Co against certain liabilities arising out of its engagement.

In the ordinary course of their asset management, merchant banking and other business activities, Rothschild & Co and its affiliates are engaged in a wide range of financial advisory and investment banking activities. During the two (2) year period ending on May 1, 2026, Rothschild & Co did not provide financial advisory services to the Company, Parent, General Catalyst or Long Lake, or any of their respective controlled affiliates known to Rothschild & Co. As the Special Committee was aware, during the two (2) year period ending on May 1, 2026, Rothschild & Co and its affiliates have provided and are currently providing certain financial advisory services to Apollo, a shareholder of the Company, Koch Industries and KED (together with Koch Industries, the “Koch Parties”), a provider of equity financing in the Merger, and/or certain of their respective controlled affiliates and portfolio companies known to Rothschild & Co with respect to mergers and acquisitions, equity and debt advisory, restructuring and other investment banking matters that, to Rothschild & Co’s knowledge, are unrelated to the Merger, for which Rothschild & Co and its affiliates have received aggregate fees for their services in the range of approximately $5 million to $5.5 million with respect to Apollo, and approximately $10 million with respect to the Koch Parties, and expect to receive customary compensation in connection with such services. Rothschild & Co and its affiliates may in the future provide financial services to the Company, Parent, General Catalyst, Long Lake, Apollo, the Koch Parties and/or their respective affiliates in the ordinary course of their businesses from time to time and may receive fees for the rendering of such services. In the ordinary course of their asset management, merchant banking and other business activities, Rothschild & Co’s affiliates in the future may trade in the securities of the Company, Parent and any of their respective affiliates, for their own accounts or for the accounts of their affiliates and customers, and in the future may at any time hold a long or short position in such securities. As the Special Committee was aware, to the knowledge of Rothschild & Co, an investment vehicle of a non-investment banking affiliate of Rothschild & Co has an indirect equity interest in the Company through an investment vehicle or fund managed by an independent third-party investment manager, which indirect equity interest constitutes less than 1% of the outstanding shares of the Company and for which the third-party investment manager has sole investment discretion and control.

Rothschild & Co’s opinion was given and speaks only as of its date. Subsequent developments may affect Rothschild & Co’s opinion and the assumptions used in preparing it, and Rothschild & Co does not have any obligation to update, revise, or reaffirm its opinion. Rothschild & Co’s opinion was approved by the Global Advisory Commitment Committee of Rothschild & Co.

While the Company has provided limited full-year financial guidance in its regular earnings press releases, the Company does not, as a matter of course, publicly disclose financial forecasts or projections as to future performance, earnings or other results of its operations due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates.

In connection with the Special Committee’s review of potential strategic alternatives and its evaluation of a potential sale transaction, the Special Committee instructed management to prepare certain risk-adjusted financial projections for fiscal years 2026 through 2030. The Management Projections were built on a baseline growth case developed in connection with the Company’s ordinary course internal planning process in June 2025 and updated to account for the passage of time, synergies resulting from the CWT acquisition, and certain identified Company initiatives, and an execution risk contingency. Management also prepared the Further Adjusted Projections, which are inclusive of an incremental contingency accounting for potential external risk factors, including risks observed during the process such as AI disintermediation and geopolitical conflict impacts on travel. In December 2025, management presented the Management Projections to the Special Committee and the Company Board, and the Further Adjusted Projections to the Special Committee. Both the Management Projections and the Further Adjusted Projections were also provided to representatives of Rothschild & Co and, at the instruction and with the approval of the Special Committee,

the Management Projections were relied upon and used by Rothschild & Co in connection with rendering its opinion to the Special Committee and performing the related financial analyses as described in the section of this proxy statement titled “The Merger — Opinion of Rothschild & Co US Inc.” and were the only financial projections with respect to the Company relied upon by Rothschild & Co in performing such financial analyses. Neither the Management Projections nor the Further Adjusted Projections were provided to Long Lake or any other prospective strategic partner.

The Company Board then requested that the Company’s management develop the Bidder Projections for the fiscal years 2026 through 2030 without any discount for risk contingencies to allow potential bidders in a strategic transaction process to apply risk-adjustments independently. The Bidder Projections were prepared to assist potential buyers participating in the process in valuing the Company. The Special Committee reviewed the Bidder Projections and authorized Company management to provide the Bidder Projections to potential buyers, including Long Lake.

In addition to removing any adjustment for risk contingencies, the Bidder Projections include the following additional assumptions that were not part of the Management Projections or Further Adjusted Projections due to the speculative or uncertain nature of the benefits:

The Projections were prepared based on the Company’s continued operation as a standalone company and do not take into account the Transactions, including the effect of any business or strategic decision or action that has been or will be taken as a result of the execution of the Merger Agreement.

The Company is summarizing the Projections in this proxy statement solely to provide Company stockholders with access to certain financial projections that were made available to the Special Committee, the Company Board, representatives of Rothschild & Co and Long Lake for the purposes described above.

The Projections were prepared by the Company’s senior management based on certain estimates and assumptions with respect to general business, economic, competitive, regulatory, reimbursement and other market and financial conditions and other future events, all of which are difficult to predict and many of which are beyond the Company’s control. The Projections, while presented with numerical specificity, reflect numerous variables and financial, operating and commercial assumptions, developed solely using the information available to the Company’s senior management at the time, that were inherently uncertain and subject to change. Important factors that may affect actual results and cause the Projections not to be achieved include, but are not limited to: (1) changes to projected financial information or the Company’s ability to achieve its anticipated growth rate and execute on industry opportunities; (2) the Company’s ability to maintain our existing relationships with clients and suppliers and to compete with existing and new competitors; (3) various conflicts of interest that could arise among the Company, affiliates and investors; (4) the Company’s success in retaining or recruiting, or changes required in, the Company’s officers, key employees or directors; (5) factors relating to the Company’s business, operations and financial performance, including market conditions and global and economic factors beyond the Company’s control; (6) the impact of geopolitical conflicts, including the war in Ukraine, the conflicts in the Middle East, tensions between China and Taiwan and military operations in Venezuela, as well as related changes in base interest rates, inflation and significant market volatility on the Company’s business, the travel industry, travel trends and the global economy generally; (7) the sufficiency of the Company’s cash, cash equivalents and investments to meet the Company’s liquidity needs; (8) the effect of a prolonged or substantial decrease in global travel on the global travel industry; (9) political, social and macroeconomic conditions (including the widespread adoption of teleconference and virtual meeting technologies which could reduce the number of in-person business meetings and demand for travel and the Company’s services); (10) the effect of legal, tax and regulatory changes; (11) the impact of any future acquisitions including the integration of any acquisition; (12) the decisions of market data providers, indices and individual investors; (13) costs related to, or the inability to recognize the anticipated benefits of the Company’s merger with CWT; (14) risks related to the business of CWT or unexpected liabilities that arise in connection with the integration of CWT into the Company’s business, including our ability to apply our procedures regarding internal controls over financial reporting to CWT; (15) the outcome of any legal proceedings that may be instituted against the Company in connection with the Company’s merger with CWT or the proposed Merger; (16) the ability to complete the proposed Merger on the anticipated terms and timing, or at all, including obtaining required regulatory approvals and the satisfaction of other conditions to the completion of the

proposed Merger; (17) the risk that disruptions from the proposed Merger (such as the ability of certain customers of the Company to terminate or amend contracts upon a change of control, or to withhold consent to such change of control) will harm the Company’s business, including current plans and operations, during the pendency, and following the completion of, the proposed Merger; (18) the diversion of management’s time and attention from ordinary course business operations to completion of the proposed Merger; (19) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed Merger; (20) contractual provisions that may impact the Company’s ability to pursue certain business opportunities or strategic transactions during the pendency, and/or following the completion of, the proposed Merger; (21) the occurrence of any event, change, or other circumstance that could give rise to the termination of the proposed Merger, including in circumstances requiring the Company to pay a termination fee to Parent; and (22) those risks and uncertainties found in the Company’s filings with the SEC, including the risk factors discussed in the Company’s most recent Annual Reports on Form 10-K, as updated by the Company’s Quarterly Reports on Form 10-Q and future filings with the SEC from time to time, which are available via the SEC’s website at www.sec.gov. All of these factors are difficult to predict, and many of them are outside of the Company’s control. As a result, there can be no assurance that the Projections will be realized, and actual results may be materially better or worse than those contained in the Projections, whether or not the Transactions are consummated. The Projections may differ from publicly available analyst estimates and forecasts.

The Projections reflect estimates and judgments as to certain business decisions that are subject to change and therefore are susceptible to sensitivities and assumptions, as well as multiple interpretations based on actual experience and business developments. In addition, the Projections do not take into account any circumstances or events occurring after the date that they were prepared, including the announcement of the Transactions, and do not give effect to the Transactions or any changes to the Company’s operations or strategy that may be implemented during the pendency of or following the consummation of the Transactions or to any costs incurred in connection with the Transactions. The Projections also do not consider the effect of any failure of the Transactions to be completed. The Projections cover multiple years, and such information by its nature becomes subject to greater uncertainty with each successive year and are unlikely to anticipate each circumstance that will have an effect on the Company’s business and its results of operation. The Projections are not, and should not be considered to be, a guarantee of future operating results. 

The inclusion of the Projections in this proxy statement should not be regarded as an indication that the Company or any of its affiliates, advisors or representatives considered or consider the Projections to be predictive of actual future events, and the Projections should not be relied upon as such or construed as financial guidance. Further, the inclusion of the Projections in this proxy statement does not constitute an admission or representation by the Company that the information presented is material. The Projections are included in this proxy statement solely to give Company stockholders access to the information that was provided to the Special Committee, the Company Board, representatives of Rothschild & Co and Long Lake.

The Company does not intend to make publicly available any update or other revision to the Projections reflecting circumstances existing after the date that such information was prepared or future events, except as otherwise required by applicable federal securities law. The Company may report results of operations for periods included in the Projections that were or will be completed following the preparation of the Projections. The Projections should be evaluated in conjunction with the Company’s historical financial statements and other information regarding the Company contained in the Company’s public filings with the SEC. The Projections may not be consistent with, or comparable to, the Company’s historical results as a result of the assumptions utilized in preparing such information.

Modeling and forecasting is a highly speculative endeavor. Neither the Company nor any of its affiliates, advisors, officers, directors or representatives has made or makes any representation or warranty to any holders of the Company’s securities or other person regarding the ultimate performance of the Company compared to the information contained in the Projections or that the Projections would have been achieved. The Company has made no representation to Long Lake, Parent or Merger Sub, in the Merger Agreement or otherwise, concerning the Projections.

The Projections were prepared for internal use only and not prepared with a view toward public disclosure or complying with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or GAAP. In addition, neither the Company’s independent registered public accounting firm nor any other independent accountants have (i) reviewed, audited, compiled, examined or performed any procedures with respect to the Projections, (ii) expressed any opinion or other form of assurance on such information or the achievability of the Projections or (iii) assumed any responsibility for the Projections. The Projections include non-GAAP financial measures such as Adjusted EBITDA, EBITDA, EBIT, unlevered free cash flow and levered free cash flow (each as defined below). Non-GAAP financial measures should not

be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures, because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. EBIT and unlevered free cash flow should not be considered as an alternative to earnings as a measure of operating performance or cash flow or as a measure of liquidity.

The Projections were prepared on a different basis, for a different purpose, and at a different time than the Company’s public guidance as to its projected financial and operational results and on a different basis, for a different purpose, and at a different time than any other internal financial projections that the Company’s management may prepare or have prepared for its own use. The Projections do not, and were not intended to, correspond to the Company’s public guidance as to its projected financial and operational results for the upcoming fiscal year and do not, and were not intended to, update or revise the Company’s public guidance as to its projected financial and operational results for the upcoming fiscal year.

The financial measures included in the Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon or used by the Special Committee, Company Board, representatives of Rothschild & Co or Long Lake.

The Projections were reasonably prepared by the Company’s senior management on bases reflecting the best currently available estimates and judgments of the Company’s senior management as to the matters covered thereby. The Projections were based on assumptions about the Company’s continued operation as a standalone, publicly-traded company, and therefore do not give effect to the Transactions or any changes to the Company’s operations or strategy that may be implemented following the consummation of the Transactions or to any costs incurred in connection with the Transactions, including the potential synergies that may be achieved by the combined company as a result of the Transactions or the effect of any business or strategic decision or action that has been or will be taken as a result of the execution of the Merger Agreement. The Company’s management believed the assumptions used in the preparation of these Projections to be reasonable at the time they were made. The Projections include assumptions and other relevant factors related to the Company’s long-range operating plan. The foregoing is a summary of certain key assumptions and does not purport to be a comprehensive or exhaustive overview of all metrics and assumptions included or reflected in the Projections.

The following table presents estimates of the Company’s total revenue, Adjusted EBITDA and unlevered free cash flow, in each case for fiscal years 2026 through 2030, as reflected in the Management Projections, as prepared by the Company’s senior management:

The following table presents estimates of the Company’s total revenue, Adjusted EBITDA and unlevered free cash flow, in each case, for fiscal years 2026 through 2030, as reflected in the Further Adjusted Projections, as prepared by the Company’s senior management:

The following table presents estimates of the Company’s total revenue, Adjusted EBITDA and unlevered free cash flow, in each case for fiscal years 2025 through 2030, as reflected in the Bidder Projections, as prepared by the Company’s senior management:

In light of the foregoing factors and the uncertainties inherent in the Projections, the Projections constitute forward-looking statements. Company stockholders are cautioned not to place undue reliance on the Projections or any other forward-looking information included in this section of the proxy statement.

If the Merger Proposal is approved and the other conditions to the Closing are either satisfied or waived, Merger Sub will be merged with and into the Company upon the terms set forth in the Merger Agreement and the separate corporate existence of Merger Sub will thereupon cease. As the surviving corporation in the Merger, the Company will continue to exist following the Merger as a wholly owned subsidiary of Parent.

Following the Closing, all shares of Company Common Stock will be beneficially owned by Parent and except as otherwise expressly agreed to in writing prior to the Effective Time by Parent and a Company stockholder, none of the Company’s current Company stockholders will have any direct ownership interest in, or be a stockholder of, the Company, the surviving corporation or Parent after the Closing.

At the Effective Time, and without any action by any Company stockholder, except as otherwise expressly agreed to in writing prior to the Effective Time by Parent and a Company stockholder, each share of Company Common Stock, Class A-1 Preferred Stock (if any) or Class B-1 Preferred Stock (if any) that is issued and outstanding as of immediately prior to the Effective Time (other than (a) any shares of Company Common Stock, Class A-1 Preferred Stock (if any) and Class B-1 Preferred Stock (if any) that are (i) held by the Company as treasury stock, (ii) owned by Parent or Merger Sub as of immediately prior to the Effective Time or (iii) considered issued and outstanding but unvested and in order to be considered as vested, must meet the price thresholds set forth in the Sponsor Side Letter, (b) any shares of Company Common Stock that are held immediately prior to the Effective Time by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company, or (c) any shares of Company Common Stock as to which holders have properly exercised their statutory rights of appraisal in accordance with Section 262 of the DGCL) will be automatically canceled, extinguished and converted into the right to receive the Merger Consideration. See the section of this proxy statement titled “The Merger — General Description of the Merger” and “The Merger Agreement — Consideration to Be Received in the Merger.”

Company Options. At the Effective Time, each In-the-Money Company Option that is outstanding as of immediately prior to the Effective Time, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the number of shares of Company Common Stock subject to such In-the-Money Company Option as of immediately prior to the Effective Time and (b) the excess of the per share price of $9.50 over the exercise price per share of such In-the-Money Company Option.

At the Effective Time, each Company Option that is not an In-the-Money Company Option that is outstanding as of immediately prior to the Effective Time, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled without any cash payment or other consideration being made in respect thereof.

Company RSUs. At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time, will, as of immediately prior to the Effective Time, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the per share price of $9.50 and (b) the total number of shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time.

Company PSUs. At the Effective Time, each Company PSU that is outstanding as of immediately prior to the Effective Time will, as of immediately prior to the Effective Time, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the per share price of $9.50 and (b) the greater of (i) the target number of shares of Company Common Stock subject to such Company PSU as of immediately prior to the Effective Time and (ii) the number of shares of Company Common Stock to be earned based on actual achievement of the performance criteria set forth in the applicable award agreement as of immediately prior to the Effective Time.

Employee Stock Purchase Plan. The Merger Agreement provides that, with respect to the ESPP, as soon as practicable following the date of the Merger Agreement, the Company Board (or, if appropriate, any committee administering the ESPP) will adopt such resolutions or take such other actions as may be required to provide that: (a) participants may not increase their payroll deduction elections or rate of contributions from those in effect on the date of the Merger Agreement or make any separate non-payroll contributions to the ESPP on or following the date of the Merger Agreement, except as may be required under applicable law; (b) participation in the ESPP will be limited to those employees who are participants on the date of the Merger Agreement; (c) the final exercise date for the purchase period in effect on the date of the Merger Agreement will be the earlier of the regularly scheduled final exercise date for the purchase period and a date that is no later than five (5) calendar days prior to the Effective Time; (d) each ESPP participant’s accumulated contributions under the ESPP will be used to purchase shares of Company Common Stock in accordance with the terms of the ESPP as of the Final Exercise Date; (e) no further purchase period will commence pursuant to the ESPP after the date of the Merger Agreement; and (f) the ESPP will terminate on the date immediately prior to the date on which the Effective Time occurs and no further rights will be granted or exercised under the ESPP thereafter. Each share of Company Common Stock purchased on the Final Exercise Date will be canceled at the Effective Time and converted into the right to receive the per share price of $9.50 in accordance with the terms and conditions of this Agreement.

Company Common Stock is currently registered under the Exchange Act and trades on the NYSE under the ticker symbol “GBTG.” Following the Closing, all shares of Company Common Stock will be delisted from the NYSE. In addition, the registration of shares of Company Common Stock under the Exchange Act will be terminated and the Company will no longer be required to file periodic and other reports with the SEC with respect to Company Common Stock. Termination of registration of Company Common Stock under the Exchange Act will reduce the information required to be furnished by the Company to the Company stockholders and the SEC, and will make provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with stockholders’ meetings pursuant to Section 14(a) of the Exchange Act, no longer applicable to the Company.

If the Merger Proposal is not approved by the Company stockholders, or if the Merger is not completed for any other reason, the Company stockholders will not receive any payment for their shares of Company Common Stock in connection with the Merger. Instead, the Company will remain an independent public company, Company Common Stock will continue to be listed and traded on the NYSE, Company Common Stock will continue to be registered under the Exchange Act, the Company will continue to file periodic and other reports with the SEC with respect to Company Common Stock and the Company stockholders will continue to own their shares of Company Common Stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of Company Common Stock.

If the Merger is not completed, there is no assurance as to the effect of these risks and opportunities on the future value of your shares of Company Common Stock, including the risk that the market price of Company Common Stock may decline to the extent that the current market price of Company Common Stock reflects a market assumption that the Merger will be completed. If the Merger is not completed, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely affected. Pursuant to the Merger Agreement, under certain circumstances, the Company is permitted to terminate the Merger Agreement in order to enter into an alternative transaction and may be obligated to pay to Parent the Company Termination Fee. Further, under certain circumstances, Parent may be obligated to pay the Company the Parent Termination Fee. See the section of this proxy statement titled “The Merger Agreement — Termination of the Merger Agreement.”

In connection with the execution of the Merger Agreement, Long Lake has committed, pursuant to the Equity Commitment Letter, to capitalize Parent, at or immediately prior to the Closing, with an aggregate equity contribution in an amount equal to the Equity Commitment, on the terms and subject to the conditions set forth in the Equity Commitment Letter.

Funding of the Equity Commitment is subject to the terms, conditions and limitations set forth in the Equity Commitment Letter, which include (a) the satisfaction (or waiver by Parent and Merger Sub), at the Closing, of all of the conditions to the Closing for Parent and Merger Sub, as set forth in the Merger Agreement described in the section of this proxy statement titled “The Merger Agreement — Conditions to Consummation of the Merger”; (b) the substantially contemporaneous funding of the Preferred Equity Financing and the Debt Financing (or any alternative financing incurred to finance the Merger, if applicable); and (c) the substantially contemporaneous Closing.

The obligations of Long Lake to fund the Equity Commitment will terminate automatically and immediately upon the earliest to occur of (a) the consummation of the Transactions; (b) the valid termination of the Merger Agreement in accordance with its terms; (c) the termination of the Debt Commitment Letter and the KED Commitment Letter; (d) such time as the Equity Commitment has been funded; and (e) the institution of certain litigation or proceedings (other than permitted litigation or proceedings) relating to the Equity Commitment Letter, the Debt Commitment Letter, the Guarantee, or Merger Agreement or related agreements or transactions.

The Company is an express third-party beneficiary of the Equity Commitment Letter entitled to specifically enforce the obligations of Long Lake in connection with the Company’s exercise of its rights pursuant to and in accordance with the Company’s specific performance rights under the Merger Agreement.

In connection with the execution of the Merger Agreement, KED has committed, pursuant to the KED Commitment Letter, to purchase from the Preferred Equity Issuer, a direct or indirect parent of Parent, preferred equity, common equity and warrants in an aggregate amount of up to $1.25 billion, on the terms and subject to the conditions set forth in the KED Commitment Letter.

Funding of the Preferred Equity Financing is subject solely to the satisfaction (or waiver by KED) of a number of limited conditions set forth in the KED Commitment Letter, which include (a) closing of the Merger (subject to customary limitations on amendments, modifications or waivers of the Merger Agreement); (b) consummation of the equity contribution made to Parent pursuant to the Equity Commitment Letter; (c) consummation of the Refinancing (as defined below); (d) delivery of certain documentation with respect to the Preferred Equity Issuer required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; (e) execution and delivery of a customary solvency certificate; (f) payment of all fees and expenses required to be paid on the Closing Date pursuant to the KED Commitment Letter and related fee letter substantially simultaneously with the Closing Date; (g) the accuracy in all material respects of certain specified representations set forth in the Merger Agreement, but only to the extent that breach of such representations would give Parent (or any of its affiliates party to the Merger Agreement) the right to terminate its (or its affiliate’s) obligations pursuant to the terms of the Merger Agreement, and the accuracy in all material respects of certain specified representations with respect to the Preferred Equity Issuer to be set forth in the definitive documents with respect to the Preferred Equity Financing; (h) no Company Material Adverse Effect (as defined herein) having occurred since the date of the Merger Agreement; (i) delivery of certain audited and unaudited financial statements of the Company and its subsidiaries; and (j) execution and delivery of definitive documentation governing the Preferred Equity Financing.

The obligations of KED to fund the Preferred Equity Financing will terminate automatically and immediately upon the earliest to occur of (a) the consummation of the Transactions (with or without the funding of the Preferred Equity Financing, as applicable); (b) the valid termination of the Merger Agreement in accordance with its terms prior to the consummation of the Transactions; and (c) the fifth (5^th) business day after the Termination Date (as defined in and as it may be extended in accordance with the Merger Agreement).

In connection with the execution of Merger Agreement, Parent entered into the Debt Commitment Letter, with the Lenders providing for commitments consisting of (a) a first lien secured term loan facility in an aggregate principal amount of up to $1,500,000,000 (the “First Lien Term Loan Facility”); (b) a first lien secured cash flow-based revolving credit facility in an aggregate principal amount of up to $250,000,000 (the “First Lien Revolving Facility”); and (c) a first lien senior secured bridge loan facility (which is expected to be replaced by the issuance of senior secured notes prior to the Closing) (the “Secured Bridge Loans” and, together with the First Lien Term Loan Facility and First Lien Revolving Facility, the “Facilities”) in an aggregate principal amount of up to $1,000,000,000, in each case, on the terms and subject to the conditions set forth in the Debt Commitment Letter.

The proceeds of borrowings under the First Lien Term Loan Facility, together with the proceeds of the First Lien Revolving Facility (if applicable), the proceeds of the issuance of the secured notes and/or borrowings of the Secured Bridge Loans and the proceeds of the equity contributions to be made by Long Lake and KED (including the Preferred Equity Financing), together with (if applicable) cash on hand of the Company, will be used to finance the Transactions, including to (a) pay the Merger Consideration; (b) repay, redeem, defease, terminate or otherwise discharge all amounts outstanding under that certain Amended and Restated Credit Agreement, dated as of July 26, 2024, by and among Gaia LLMH Holding Company, Inc. (the “Borrower”), Global Business Travel Group, Inc., the lenders from time to time party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent (as amended, supplemented or otherwise modified from time to time, the “Company Credit Agreement”) (the “Refinancing”); and (c) pay the fees, premiums, expenses and other transaction costs incurred in connection therewith.

The funding (if applicable) and availability of the Facilities, as applicable, on the Closing Date are subject solely to the satisfaction (or waiver by the commitment parties party to the Debt Commitment Letter) of a number of limited conditions set forth in the Debt Commitment Letter, including the following: (a) closing of the Merger substantially concurrently with the initial funding of the Facilities (subject to customary limitations on amendments, modifications or waivers of the Merger Agreement); (b) consummation of the equity contribution made to Parent pursuant to the Equity Commitment Letter and the Preferred Equity Financing made to the Preferred Equity Issuer pursuant to the KED Commitment Letter, with the proceeds of each further contributed as equity to the Borrower; (c) delivery of certain

documentation with respect to the Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; (d) execution and delivery of definitive loan documentation and receipt of customary legal opinions and closing documents, notices and certificates; (e) execution and delivery of all documents necessary to perfect certain security interests of the administrative agent in the collateral that are required to be perfected on the Closing Date pursuant to the Debt Commitment Letter; (f) payment of all fees and expenses required to be paid on the Closing Date pursuant to the Debt Commitment Letter and related fee letters substantially simultaneously with the Closing Date; (g) the accuracy in all material respects of certain specified representations set forth in the Merger Agreement, but only to the extent that breach of such representations would give Parent (or any of its affiliates party to the Merger Agreement) the right to terminate its (or its affiliate’s) obligations pursuant to the terms of the Merger Agreement, and the accuracy in all material respects of certain specified representations with respect to the Borrower and certain guarantors subsidiaries thereof set forth in the Debt Commitment Letter; (h) no Company Material Adverse Effect having occurred since the date of the Merger Agreement; and (i) delivery of certain audited and unaudited financial statements.

The commitments of the Lenders under the Debt Commitment Letter will terminate on the earliest of (a) the date that is five (5) business days after the Termination Date (as defined herein, after giving effect to any extensions thereof pursuant to the terms of the Merger Agreement); (b) the date of the valid and legally binding termination of the Merger Agreement prior to the Closing; (c) the consummation of the Merger (whether or not the Facilities have been funded); and (d) the date Borrower delivers notice of the termination of all of the commitments in respect of the Facilities.

In connection with the execution of the Merger Agreement, subject to the terms and conditions set forth in the limited guarantee, dated as of May 2, 2026 (the “Guarantee”), Long Lake guaranteed to the Company, if and when due and payable in accordance with the terms of the Merger Agreement, the due and punctual payment by Parent to the Company the sum of (a) the Parent Termination Fee to the extent owed by Parent pursuant to the Merger Agreement; (b) the reimbursement obligations to the extent owed by Parent pursuant to the Merger Agreement; and (c) any Enforcement Costs (as defined in the Merger Agreement) to the extent owed by Parent pursuant to the Merger Agreement (the sum of the amounts set forth in clauses (a), (b) and (c), the “Guaranteed Obligations”), up to a maximum aggregate liability not to exceed the Cap (as defined in the Guarantee).

The Guarantee is irrevocable and unconditional, and will terminate upon the earliest to occur of (a) the consummation of the Closing; (b) payment in full of the obligations under the Guarantee (subject to the Cap (as defined in the Guarantee)); (c) the valid termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Company; (d) 90 days following the valid termination of the Merger Agreement under any other circumstance (subject to certain exceptions); and (e) the termination of the Guarantee by mutual written agreement of Long Lake and the Company.

In considering the recommendations of the Company Board with respect to the Merger, Company stockholders should be aware that the Company’s directors and executive officers have certain interests, including financial interests, in the Merger that may be different from, or in addition to, the interests of Company stockholders generally. The Company Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement, and in making its recommendation that Company stockholders adopt the Merger Agreement. See the section of this proxy statement titled “The Merger — Background of the Merger” and the section of this proxy statement titled “The Merger — Reasons for the Merger; Recommendation of the Special Committee and the Company Board.” These interests are described in more detail below, and certain of them are quantified in the narrative and the tables below.

As of May 15, 2026, the Company’s executive officers for purposes of the discussion are as follows:

At the Effective Time, each In-the-Money Company Option that is outstanding as of immediately prior to the Effective Time, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the number of shares of Company Common Stock subject to such In-the-Money Company Option as of immediately prior to the Effective Time and (b) the excess of the per share price of $9.50 over the exercise price per share of such In-the-Money Company Option.

At the Effective Time, each Company Option that is not an In-the-Money Company Option that is outstanding as of immediately prior to the Effective Time, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled without any cash payment or other consideration being made in respect thereof.

At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time, will, as of immediately prior to the Effective Time, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the per share price of $9.50 and (b) the total number of shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time.

At the Effective Time, each Company PSU that is outstanding as of immediately prior to the Effective Time will, as of immediately prior to the Effective Time, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the per share price of $9.50 and (b) the greater of (i) the target number of shares of Company Common Stock subject to such Company PSU as of immediately prior to the Effective Time and (ii) the number of shares of Company Common Stock to be earned based on actual achievement of the performance criteria set forth in the applicable award agreement as of immediately prior to the Effective Time.

The Merger Agreement provides that, with respect to the ESPP, as soon as practicable following the date of the Merger Agreement, the Company Board (or, if appropriate, any committee administering the ESPP) will adopt such resolutions or take such other actions as may be required to provide that: (a) participants may not increase their payroll deduction elections or rate of contributions from those in effect on the date of the Merger Agreement or make any separate non-payroll contributions to the ESPP on or following the date of the Merger Agreement, except as may be required under applicable law; (b) participation in the ESPP will be limited to those employees who are participants on the date of the Merger Agreement; (c) the final exercise date for the purchase period in effect on the date of the Merger Agreement will be the earlier of the regularly scheduled final exercise date for the purchase period and a date that is no later than five (5) calendar days prior to the Effective Time; (d) each ESPP participant’s accumulated contributions

under the ESPP will be used to purchase shares of Company Common Stock in accordance with the terms of the ESPP as of the Final Exercise Date; (e) no further purchase period will commence pursuant to the ESPP after the date of the Merger Agreement; and (f) the ESPP will terminate on the date immediately prior to the date on which the Effective Time occurs and no further rights will be granted or exercised under the ESPP thereafter. Each share of Company Common Stock purchased on the Final Exercise Date will be canceled at the Effective Time and converted into the right to receive the per share price of $9.50 in accordance with the terms and conditions of this Agreement. The following executive officers are enrolled in the ESPP for the purchase period in effect as of May 15, 2026: Messrs. Bock and Crawley and Mses. Huska and Williams.

The potential payments and benefits to directors and executive officers in the narrative and tables below are, unless otherwise noted, based on the following facts and assumptions:

Accordingly, the amounts set forth in the narrative and tables below are estimates based on multiple assumptions that may or may not actually occur, including the assumptions described above. Some of the assumptions are based on events which may not occur or other contingencies and, as a result, the actual amounts received by a director or executive officer may differ materially from the amounts shown below. Certain of the amounts shown have also been rounded to the nearest whole number.

The aggregate value of the Company RSUs, Company PSUs and vested Company Options held by the Company’s named executive officers, and the Company’s other executive officers (as a group) and non-employee directors (as a group) is set forth below. The Company’s directors and executive officers also beneficially own Company Common Stock, as described in the section of this proxy statement titled “Security Ownership of Certain Beneficial Owners and Management.”

GBT Travel Services UK Limited (“GBT UK”) has previously entered into addenda to the employment agreements with Messrs. Abbott and Crawley (the “Severance Amendments”) and GBT US LLC (“GBT US”) has entered into a severance protection agreement with Ms. Huska and each of Messrs. Bock, Thompson and Konwiser (the “Severance Protection Agreement”). Ms. Williams’ employment contract with GBT Travel Services UK Limited (the “Williams Contract”) contains the same severance protection provisions as are contained in the Severance Amendments.

The Severance Amendments, the Severance Protection Agreement and the Williams Contract each provide that upon a termination of the executive’s employment by GBT UK or GBT US, as applicable, without “cause,” a resignation by the executive for “good reason” or due to “disability” (each, as defined in the applicable agreement), each of the executive officers (other than Mr. Thompson and Mr. Pelant) is eligible to receive the following benefits: (a) continued base salary for one year; (b) an amount equal to the target annual bonus for the year of termination; (c) pro-rated annual bonus for the year of termination based on actual performance for Mr. Abbott and Bock and based on target performance for Mr. Crawley and Ms. Williams; and (d) health benefits for up to 12 months after termination (the “Non-CIC Severance Benefits”).

Upon a termination of employment without cause or a resignation by the executive for good reason, in each case, occurring during the period beginning 60 days prior to and ending 18 months after a change in control of the Company (or in the case of, Mr. Bock, during the 18 months after the date of the change in control), in addition to the applicable Non-CIC Severance Benefits above, then the executive would receive an additional amount equal to the sum of one times’ base salary plus the target annual bonus, payable in a lump sum, and health benefits for an additional six (6) months (twelve (12) months for Mr. Abbott) (the “CIC Severance Benefits”).

Severance benefits under the Severance Amendments, the Severance Protection Agreement, and the Williams Contract are subject to execution and effectiveness of a separation agreement, including a release of claims.

Pursuant to the terms of his employment agreement with the Company, upon a termination of employment by the Company without “cause” or by the executive for “good reason” (as defined in his employment agreement), Mr. Pelant is entitled to one year of base salary continuation.

Pursuant to the terms of his Executive Release of Claims (as defined herein), Mr. Thompson is eligible to receive the Non-CIC Severance Benefits (including a pro-rated annual bonus based on actual performance), but is not eligible for the additional CIC Severance Benefits, as described below.

On May 12, 2026, the Company announced that the employment of Mr. Thompson as the Company’s EVP, Chief Technology Officer, will terminate on May 31, 2026 (the “Departure Date”). In connection with Mr. Thompson’s

departure, the Company entered into on May 7, 2026, a separation and release agreement that includes a general release of claims (the “Executive Release of Claims”). Subject to Mr. Thompson’s employment through the Departure Date, his timely re-execution and non-revocation of the Executive Release of Claims following the Departure Date and his ongoing compliance with his existing non-competition, non-solicitation, confidentiality, and related restrictive covenants, (a) Mr. Thompson is eligible to receive the Non-CIC Severance Benefits; (b) his outstanding Company RSUs and Company PSUs will remain outstanding and be treated as if he remained employed through and terminated effective as of November 30, 2026 (or such later date as may be mutually agreed by the Company and Mr. Thompson); and (c) his Company Options will be treated in accordance with the terms of such plans, except that the Company Options granted to Mr. Thompson on or prior to December 2, 2021, will remain outstanding and exercisable through the later of (i) the last day of the post-termination exercise period applicable to such Company Option in connection with a termination without cause (as set forth in such plans) or (ii) November 30, 2026 (or such later date as may be mutually agreed by the Company and Mr. Thompson), unless earlier settled or forfeited in accordance with their terms.

The table below sets forth the estimated value of the severance payments and benefits that the Company’s named executive officers and the Company’s other executive officers (as a group) would be eligible to receive in connection with the Merger. The estimated amounts below do not include any amounts in respect of Company RSUs, Company PSUs or Company Options held by the Company’s executive officers. For additional information about the value of the equity awards held by the Company’s executive officers, see the section of this proxy statement titled “Summary of Outstanding Company Equity Awards” above.

At the Effective Time, in order to retain their continued services, the Company will grant restricted cash retention awards to Mr. Bock and Mr. Konwiser equal to $3,800,000 and $1,350,000, respectively.

The awards will vest in two installments, with 50% vesting on the first anniversary of the Effective Time, and the remaining 50% vesting on the second anniversary of the Effective Time, subject to continued service through each vesting date, and will fully vest upon an earlier termination of the individual’s employment by the surviving corporation or any of its subsidiaries without “Cause” or by the individual for “Good Reason” (each term is defined in the individual’s employment agreement or severance protection agreement). Upon vesting, the awards will be paid on the next regularly occurring payroll date following the applicable vesting date.

Under the terms of the Merger Agreement, the Company is permitted to grant cash retention awards with customary vesting schedules to the Company’s executive officers and other employees of the Company on such terms and in such amounts as it may determine in its sole discretion from a retention pool with an aggregate amount payable of up to $1.5 million. As of the date of this proxy statement, no determinations have been made as to what actions will be taken in this regard.

As of the date of this proxy statement, none of the Company’s executive officers has had any discussions or negotiations, or entered into any agreement, with Parent or any of its affiliates regarding the potential terms of their

individual employment arrangements or the right to purchase or participate in the equity of Parent or one or more of its affiliates following the Closing. Prior to or following the Closing, however, certain executive officers may have discussions, or may enter into agreements with, Parent, the Company, or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, Parent or one or more of its affiliates.

In addition, as authorized by the Special Committee, QIA and Expedia, each of which have the right to nominate directors to serve on the Company Board, have had, and are expected to continue to have, discussions with Parent with respect to a potential rollover and/or new investment in the Parent and/or Holdco following the Closing. As of the date of the filing of this proxy statement, Parent and QIA are in advanced discussions with respect to a rollover of a portion of QIA’s equity in the Company that may result in QIA holding less than 10% of the Company’s stock with no board seats (one non-voting board observer seat) and standard minority economic protections commensurate with the level of such investment, which discussions may continue after the date of the filing of this proxy statement. As of the date of the filing of this proxy statement, Expedia has not reached any agreement, arrangement or understanding with respect to any such potential investment; however, preliminary conversations have assumed an equity stake and minority economic protections not greater than those offered to QIA. There can be no certainty that the potential rollovers and/or investments will occur, that the parties will reach any agreement, or when any such agreement may occur, and any potential agreement could be on more or less favorable terms, or in an amount that is greater or less, than those described above.

In addition to the payments and benefits above, under the terms of the Merger Agreement, the Company may take certain compensation actions prior to the completion of the Merger that will affect the Company’s directors and executive officers, although determinations related to such actions have not been made as of the date of this proxy statement and the impact of such actions is not reflected in the amounts estimated above. Under the Merger Agreement, the Company may take certain actions before the Effective Time to mitigate the amount of potential “excess parachute payments” for “disqualified individuals” (each as defined in Section 280G of the Code (as defined herein)), including for the executive officers. As of the date of this proxy statement, the Company has not approved any specific actions to mitigate any impact of Section 280G of the Code on the Company or any disqualified individuals.

The Merger Agreement provides for certain indemnification arrangements for the Company’s current officers and directors and the continuation of certain insurance arrangements for the Company’s current officers and directors for six (6) years after the completion of the transactions. See the section of this proxy statement titled “The Merger Agreement — Indemnification of Directors and Officers and Insurance.”

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation of each of the Company’s named executive officers, that is based on or otherwise relates to the Merger and that will or may become payable to the named executive officers at the completion of the Merger or on a qualifying termination of employment upon or following the date of the Closing. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section, we use such term to describe the Merger-related compensation payable to the Company’s named executive officers. The “golden parachute” compensation payable to these individuals is subject to a non-binding advisory vote of the Company stockholders. The “named executive officers” presented in this disclosure are the Company’s named executive officers as disclosed in the Company’s 2026 proxy statement for the fiscal year ended December 31, 2025.

For each of the named executive officers, the table below sets forth estimates of the amounts of compensation that are based on or otherwise relate to the Merger. Certain amounts will or may become payable on a qualifying termination of employment following the Merger (i.e., on a “double-trigger” basis). Certain other benefits will become payable upon the occurrence of the Closing (i.e., on a “single-trigger” basis).

The amounts shown are, unless otherwise noted, calculated based on the assumptions described under “Assumptions” above and noted in the footnotes below, which may or may not actually occur. Some of the assumptions used in the table below are based upon information not currently available. Accordingly, the actual amounts received by each named executive officer may differ materially from the amounts shown in the following table.

The following is a summary of the U.S. federal income tax considerations of the Merger generally applicable to U.S. Holders and Non-U.S. Holders (each as defined herein) who receive cash in exchange for their shares of Company Common Stock pursuant to the Merger. This discussion is limited to holders who hold their shares of Company Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated thereunder, rulings and judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion assumes that the Merger will be consummated in accordance with the Merger Agreement and as described in this proxy statement. We have not sought, and do not intend to seek, any ruling from the Internal Revenue Service (the “IRS”) or any opinion of counsel with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS.

This discussion is for general information purposes only and does not address all aspects of U.S. federal income taxation that may be relevant to particular holders in light of their specific circumstances, nor does it address any consequences to holders subject to special rules under U.S. federal income tax law, such as:

This discussion does not address other U.S. federal tax consequences (such as estate, gift or other non-income tax consequences, any minimum tax, or the Medicare tax on net investment income) or any state, local or non-U.S. tax consequences.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of Company Common Stock, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding shares of Company Common Stock and partners therein should consult their tax advisors regarding the consequences of the Merger to their particular circumstances.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSIDERATIONS RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSIDERATIONS REGARDING ANY STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

For purposes of this discussion, a “U.S. Holder” means a beneficial owner of shares of Company Common Stock that is, for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of Company Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received pursuant to the Merger and the U.S. Holder’s adjusted tax basis in the shares of Company Common Stock surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis in a share of Company Common Stock will generally equal the amount that such U.S. Holder paid for such share. Such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period in such Company Common Stock exceeds one year as of the effective date of the Merger. Long-term capital gain recognized by certain non-corporate U.S. Holders is generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of Company Common Stock at different times or at different prices, such U.S. Holder must determine its tax basis and holding period separately for each block of Company Common Stock.

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of Company Common Stock who is neither a U.S. Holder nor a partnership (or entity or arrangement treated as a partnership) for U.S. federal income tax purposes.

Any gain realized by a Non-U.S. Holder pursuant to the Merger will generally not be subject to U.S. federal income tax unless:

Non-U.S. Holders should consult their tax advisors regarding the application of any income tax treaties that may provide for different rules.

Each party to the Merger Agreement will (and will cause its affiliates to, if applicable) use its reasonable best efforts to (a) take (or cause to be taken) all actions; (b) do (or cause to be done) all things; and (c) assist and cooperate with the other parties in doing (or causing to be done) all things, in each case as are necessary, proper or advisable pursuant to applicable law or otherwise to consummate and make effective, as promptly as practicable, the Merger and the other transactions contemplated by the Merger Agreement, including by (i) causing the conditions to the Merger to be satisfied; and (ii)(A) obtaining all consents, waivers, approvals, orders and authorizations from governmental authorities; and (B) making all registrations, declarations and filings with governmental authorities, in each case that are necessary or advisable to consummate the Merger and the other transactions contemplated by the Merger Agreement.

Each party will (a) within 20 business days of entering into the Merger Agreement, file with the FTC and the DOJ a Notification and Report Form relating to the Merger Agreement and the Merger as required by the HSR Act; and (b) as promptly as reasonably practicable after entering into the Merger Agreement submit all other notifications (in final form or, where applicable, draft form) filings, forms or registrations under the applicable antitrust, foreign investment and FSR Laws. In relation to this, each party will supply (or cause to be supplied), any additional information that may be required or requested by the FTC, the DOJ or the governmental authorities of any other applicable jurisdiction in which any such filing is made. Both the Company and Parent filed their respective notification and report forms under the HSR Act with the DOJ and the FTC on May 22, 2026. The expiration of the HSR Act waiting period is required to satisfy certain conditions to the closing of the Merger. The Merger remains subject to other closing conditions, including receipt of other required regulatory clearances.

If and to the extent necessary to obtain clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions and non-responses or other authorizations pursuant to the HSR Act, any other antitrust laws, any foreign investment laws, and FSR Laws, or any CSA Notifications or CSA Approval applicable to the Merger, and to avoid or eliminate each and every impediment under any antitrust laws, foreign investment laws, FSR Laws and any other laws applicable to the Merger as promptly as practicable and in any event at least five (5) business days prior to the Termination Date, each of Parent and Merger Sub shall (and shall cause their respective affiliates to, if applicable) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, and take all actions necessary to avoid or eliminate each and every impediment and obtain all clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under the HSR Act, foreign investment law, FSR Law and any other laws and CSA Approval including (a) the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Parent, Merger Sub and their respective affiliates and the Company and its subsidiaries; (b) the termination, modification, or assignment of existing relationships, joint ventures, contracts, or obligations of Parent, Merger Sub and their respective affiliates and of the Company and its subsidiaries; (c) the modification of any course of conduct regarding future operations of Parent, Merger Sub and their respective affiliates and of the Company and its subsidiaries; and (d) any other restrictions on the activities of Parent, Merger Sub and their respective affiliates and of the Company and its subsidiaries, including the freedom of action of Parent, Merger Sub and their respective affiliates and of the Company and its subsidiaries with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to the Merger Agreement; in each case, so as to allow the consummation of the Merger as soon as practicable.

Notwithstanding anything in the Merger Agreement to the contrary, nothing in the Merger Agreement will require Parent, Merger Sub or any of Parent’s affiliates to, and the Company will not, without the prior written consent of Parent, agree or otherwise be required to take any action, with respect to the assets, properties, business or operations of any affiliates of Parent or Guarantors (as defined in the Merger Agreement), any investment funds or investment vehicles affiliated with, or managed or advised by such persons, or any portfolio company (as such term is commonly understood in the private equity industry) or direct or indirect investment of Guarantors or of any investment fund or

investment vehicle, or any interest therein; provided, further, that, notwithstanding the foregoing, nothing in the Merger Agreement will require the Company or any of its subsidiaries to enter into any agreement or consent decree with the DOJ, FTC or any other governmental authority or take, or agree to take, any other action that is not conditioned on the Closing.

Parent will oppose any request for, the entry of, and seek to have vacated or terminated, any order of any governmental authority that could restrain, prevent or delay any required clearances, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations applicable to the Merger, including by defending through litigation, any action asserted by any person in any court or before any governmental authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or order by any governmental authority, it being understood that Parent will bear the costs and expenses of all such actions.

Completion of the Merger is conditioned upon the receipt of antitrust approvals from relevant governmental authorities and approval under FSR Laws from the European Commission.

Completion of the Merger is also conditioned upon the receipt of the requisite clearances, approvals, consents, non-action or expiration of any applicable waiting period (as applicable) from relevant foreign investment authorities. As of the date of this proxy statement, the initial filings in the relevant jurisdictions have not been made but the parties will make such filings as soon as reasonably practicable.

As of the date of this proxy statement, the parties have not received all of the consents (including non-action or expiration of any applicable waiting period) in respect of antitrust laws and foreign investment laws required by the Merger Agreement.

The Closing is conditioned upon obtaining CSA Approval in relation to a subsidiary of the Company’s facility security clearances (each, an “FCL”). Under the Merger Agreement, as soon as reasonably practicable after the date of the Merger Agreement, the Company shall submit to each applicable CSA the CSA Notification. Subsequent to the CSA Notification and to the extent requested by the CSA, each of Parent and the Company shall (a) cooperate and coordinate (and cause its respective affiliates to cooperate and coordinate) with the other in the preparation of any required FOCI Mitigation Plan, in form and substance reasonably satisfactory to Parent, the Company, and the CSA; (b) supply the other (or cause the other to be supplied) with any information that may be required in order to make such submissions; (c) supply (or cause to be supplied) any additional information that may be required or requested by the CSA; and (d) take (and cause their affiliates to take) all actions necessary, proper or advisable to obtain CSA Approval. CSA Approval will, with respect to any given CSA, be satisfied if, after sixty (60) days from such time that the applicable CSA Notification was submitted, such CSA has neither (i) informed any party that it intends to invalidate any FCL of the Company or its subsidiaries if the Closing occurs in the absence of a CSA approved FOCI Mitigation Plan nor (ii) proposed or requested submission of a FOCI Mitigation Plan.

The Company and Parent submitted the CSA Notification on May 20, 2026. As of the date of this proxy statement, the parties are awaiting further communication from the CSAs.

The Closing is also conditioned upon notification to, and consent of, the CMAs. Under the Merger Agreement, the parties have agreed to, as promptly as practicable following the signing of the Merger Agreement, submit the notification to the CMAs, and to (a) cooperate and coordinate (and cause their respective affiliates to cooperate and coordinate) with the other in the making of such notification; (b) supply the other (or cause the other to be supplied) with any information that may be required in order to make such notification; (c) supply (or cause to be supplied) any additional information that may be required or requested by the relevant governmental authorities; and (d) take (and cause their affiliates to take) all actions necessary, proper or advisable to obtain consent of the CMAs as promptly as practicable and in any event at least five (5) business days prior to the Termination Date. The parties have also agreed to promptly inform the other of any communication from any governmental authority regarding the Merger in connection with such notification. The Company and Parent submitted the notification regarding the Merger to the CMAs on May 21, 2026. As of the date of this proxy statement, the parties are awaiting further communication from the CMAs.

As of the date of this proxy statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay the Closing and result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers. One of the conditions to the Closing is the absence of any law, injunction or order (whether temporary, preliminary or permanent) from any governmental authority of competent jurisdiction prohibiting, enjoining or otherwise making illegal the consummation of the Merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame.

If the Merger is completed, all shares of Company Common Stock will be delisted from NYSE and deregistered under the Exchange Act, and shares of Company Common Stock will no longer be publicly traded.

This section describes the material terms and conditions of the Merger Agreement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement.

This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. This section is not intended to provide you with factual information about the Company. Such information can be found elsewhere in this proxy statement and in the public filings the Company makes with the SEC, which may be obtained by following the instructions set forth in the section of this proxy statement titled “Where You Can Find Additional Information.”

The Merger Agreement has been included to provide you with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Merger Agreement were made by the parties thereto only for the purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement (such disclosures include information that has been included in the Company’s public disclosures, as well as additional non-public information); may have been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to you. You should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent, Merger Sub or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into the Company, whereupon the separate corporate existence of Merger Sub will cease, and the Company will continue as the surviving corporation of the Merger and as a wholly owned subsidiary of Parent.

Upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, the Merger will become effective at such time as the certificate of merger has been duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent, Merger Sub and the Company agree in writing and specify in the certificate of merger (i.e., the Effective Time). The Closing will take place at 9:00 a.m., New York City time, on a date to be agreed upon by Parent, Merger Sub and the Company that is no later than the fifth (5^th) business day after the satisfaction or waiver (to the extent permitted by the Merger Agreement) of the last to be satisfied or waived of the conditions set forth in the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted by the Merger Agreement) of such conditions at the Closing) or such other time, location and date as Parent, Merger Sub and the Company mutually agree in writing. The Company agreed to use reasonable best efforts to notify Parent five (5) business days prior to the date that all the conditions to the Merger are expected to be satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing). Notwithstanding the foregoing, Parent, Merger Sub and the Company have agreed that the Closing will not take place prior to July 1, 2026.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of the Owned Company Shares, the Unvested Shares or the Converting Shares (each, as defined below), (a) each share of common stock of Merger Sub that

is issued and outstanding as of immediately prior to the Effective Time will automatically be canceled and converted into one share of common stock of the surviving corporation; (b) each share of Company Common Stock, Class A-1 Preferred Stock (if any) or Class B-1 Preferred Stock (if any) that is issued and outstanding as of immediately prior to the Effective Time (other than Owned Company Shares, the Converting Shares, the Unvested Shares and the Dissenting Company Shares (each as defined herein)) will be automatically canceled, extinguished and converted into the right to receive the Merger Consideration; (c) each share of Company Common Stock, Class A-1 Preferred Stock (if any) or Class B-1 Preferred Stock (if any) that is held by the Company as treasury stock, owned by Parent or Merger Sub, in each case, as of immediately prior to the Effective Time (such shares, collectively, the “Owned Company Shares”) or considered issued and outstanding but unvested and in order to be considered as vested, must meet the price thresholds set forth in the Sponsor Side Letter (collectively, the “Unvested Shares”) will automatically be canceled and extinguished without any conversion thereof or consideration paid therefor; and (d) each share of Company Common Stock that is held immediately prior to the Effective Time by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company (collectively, the “Converting Shares”) will be converted into such number of shares of stock of the surviving corporation such that each such subsidiary will own the same percentage of the outstanding capital stock of the surviving corporation immediately following the Effective Time as such subsidiary owned in the Company immediately prior to the Effective Time, without any consideration delivered in exchange therefor.

Prior to the Closing, Parent will select a nationally recognized bank or trust company reasonably acceptable to the Company to act as the payment agent for the payment of the aggregate consideration to which Company stockholders are entitled pursuant to the Merger Agreement, and at or immediately following the Effective Time, Parent will deposit or cause to be deposited with the payment agent an amount in cash necessary to pay the holders of Company Common Stock (other than (a) holders of Owned Company Shares; (b) holders of Converting Shares; (c) holders of Unvested Shares; and (d) holders of Company Common Stock who have properly exercised statutory appraisal rights in accordance with, and who have complied with, Section 262 of the DGCL with respect to such shares of Company Common Stock (the “Dissenting Company Shares”)) the aggregate Merger Consideration to which such holders are entitled to receive under the Merger Agreement.

Promptly following the Effective Time (and in any event within three (3) business days), subject to the terms and conditions of the Merger Agreement, Parent and the surviving corporation will cause the payment agent to mail to each holder of record as of immediately prior to the Effective Time (other than Owned Company Shares, Converting Shares and Dissenting Company Shares, as applicable) one or more certificates (“Certificates”) (if any) (a) a letter of transmittal in customary form (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the payment agent) and (b) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration payable with respect to the shares of Company Common Stock formerly represented by the Certificates. Upon surrender of Certificates for cancellation to the payment agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the payment agent, the holders of such Certificates will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (a) the aggregate number of shares of Company Common Stock represented by such Certificates by (b) the Merger Consideration, and the Certificates so surrendered will be canceled. With respect to holders of record of uncertificated shares of Company Common Stock (other than Owned Company Shares) (the “Uncertificated Shares”), upon the payment agent’s receipt of an “agent’s message” (or such other evidence as the payment agent may reasonably request), the holder of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (a) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares by (b) the Merger Consideration, and the transferred Uncertificated Shares will be canceled. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and transfer of Uncertificated Shares.

At or prior to the Closing, Parent will deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, the aggregate equity award consideration owed to all holders of Company Options, Company RSUs and Company PSUs (collectively, the “Equity Award Holders”). As promptly as reasonably practicable, but in any event no later than five (5) business days after the Closing Date (or any later date required for such payments made in respect of such Company RSUs or Company PSUs to remain compliant with Code

Section 409A), the Equity Award Holders will be paid by the Company or the surviving corporation, through its payroll system or payroll provider (or in the case of amounts that are not considered wages subject to withholding for applicable tax purposes, its standard accounts payable procedures), all amounts required to be paid to such holders in respect of the Company Options, Company RSUs and Company PSUs that are canceled and converted, less any required tax withholding.

Each of the payment agent, Parent, the Company, the surviving corporation and each of their respective affiliates and agents will be entitled to deduct and withhold from any cash amounts otherwise payable pursuant to the Merger Agreement to any holder or former holder of shares of Company Common Stock, Company Options, Company RSUs and Company PSUs, such amounts as may be required to be deducted and withheld under applicable law with respect to taxes. Any amounts so deducted or withheld and paid over to the appropriate governmental authority will be treated for all purposes as having been paid to the person in respect of which such deduction or withholding was made.

At the Effective Time, each Company PSU that is outstanding as of immediately prior to the Effective Time will, as of immediately prior to the Effective Time, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the per share price of $9.50 and (b) the greater of (i) the target number of shares of Company Common Stock subject to such Company PSU as of immediately prior to the Effective Time and (ii) the number of shares of Company Common Stock to be earned based on actual achievement of the performance criteria set forth in the applicable award agreement as of immediately prior to the Effective Time.

At the Effective Time, each Company RSU that is outstanding as of immediately prior to the Effective Time, will, as of immediately prior to the Effective Time, automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the per share price of $9.50 and (b) the total number of shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time.

At the Effective Time, each In-the-Money Company Option that is outstanding as of immediately prior to the Effective Time, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the number of shares of Company Common Stock subject to such In-the-Money Company Option as of immediately prior to the Effective Time and (b) the excess of the per share price of $9.50 over the exercise price per share of such In-the-Money Company Option.

At the Effective Time, each Company Option that is not an In-the-Money Company Option that is outstanding as of immediately prior to the Effective Time, will automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled without any cash payment or other consideration being made in respect thereof.

The Merger Agreement provides that, with respect to the ESPP, as soon as practicable following the date of the Merger Agreement, the Company Board (or, if appropriate, any committee administering the ESPP) will adopt such resolutions or take such other actions as may be required to provide that: (a) participants may not increase their payroll deduction elections or rate of contributions from those in effect on the date of the Merger Agreement or make any separate non-payroll contributions to the ESPP on or following the date of the Merger Agreement, except as may be required under applicable law; (b) participation in the ESPP will be limited to those employees who are participants on the date of the Merger Agreement; (c) the final exercise date for the purchase period in effect on the date of the Merger Agreement will be the earlier of the regularly scheduled final exercise date for the purchase period and a date that is no

later than five (5) calendar days prior to the Effective Time; (d) each ESPP participant’s accumulated contributions under the ESPP will be used to purchase shares of Company Common Stock in accordance with the terms of the ESPP as of the Final Exercise Date; (e) no further purchase period will commence pursuant to the ESPP after the date of the Merger Agreement; and (f) the ESPP will terminate on the date immediately prior to the date on which the Effective Time occurs and no further rights will be granted or exercised under the ESPP thereafter. Each share of Company Common Stock purchased on the Final Exercise Date will be canceled at the Effective Time and converted into the right to receive the per share price of $9.50 in accordance with the terms and conditions of this Agreement.

If and to the extent required by the DGCL, the Dissenting Company Shares will not be converted into the right to receive the Merger Consideration, but instead holders of such Dissenting Company Shares will be entitled to only such consideration as shall be determined pursuant to Section 262 of the DGCL unless and until any such holder fails to perfect or effectively withdraws, validly waives or otherwise loses their rights to appraisal and payment under the DGCL. If, after the Effective Time, such holder fails to perfect or effectively withdraws or loses the right to appraisal under Section 262 of the DGCL, then the right of such holder to receive those rights under, and to be paid such consideration as is determined pursuant to, Section 262 of the DGCL, will cease and such Dissenting Company Shares shall thereupon be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, and the surviving corporation shall remain liable for payment of the Merger Consideration for such Dissenting Company Shares in accordance with the Merger Agreement. The Company will provide reasonably prompt (and, in any event, within three (3) business days) notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent will have the opportunity to direct all negotiations and proceedings with respect to such demands. Prior to the Closing, except with the prior written consent of Parent, the Company will not make any payment with respect to demands for appraisal or settle or offer to settle. Parent will not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

The Merger Agreement provides that, from and after the Effective Time, all (a) of the property, rights, privileges, powers and franchises of the Company and Merger Sub will vest in the surviving corporation; and (b) debts, liabilities and duties of the Company and Merger Sub will become the debts, liabilities and duties of the surviving corporation. If the Merger is consummated, the Company will cease to be a publicly traded company. If the Merger is consummated, you will not own any shares of capital stock of the surviving corporation.

At the Effective Time, (a) the Company’s Certificate of Incorporation will be amended and restated in its entirety to be read as set forth in the applicable exhibit attached to the Merger Agreement and, as so amended and restated, will be the certificate of incorporation of the surviving corporation and (b) the bylaws of Merger Sub as in effect immediately prior to the Effective Time will become the bylaws of the surviving corporation, except that all references to Merger Sub will be automatically amended and will become references to the surviving corporation.

In addition, from and after the Effective Time until successors are duly elected or appointed and qualified in accordance with applicable law and the Company’s organizational documents, the (a) board of directors of Merger Sub at the Effective Time will be the board of directors of the surviving corporation and (b) officers of the Company at the Effective Time will be the officers of the surviving corporation.

The Company, Parent and Merger Sub made representations and warranties in the Merger Agreement regarding themselves and, as applicable, their respective subsidiaries that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement (including “knowledge” and materiality qualifications and qualifications referring to dollar thresholds) and are further modified and limited by the disclosure letter delivered by the Company to Parent in connection with the Merger Agreement (the “Company Disclosure Letter”). Certain of the representations and warranties made by the Company are also subject to, and qualified by, certain information in the Company’s filings made with the SEC on or after January 1, 2024, and at least two (2) business days before the date of the Merger Agreement.

The Company’s representations and warranties to Parent and Merger Sub in the Merger Agreement relate to, among other things:

In addition, the Merger Agreement contains representations and warranties of Parent and Merger Sub relating to, among other things:

Some of the representations and warranties in the Merger Agreement made by the Company are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means any change, event, effect or development that, individually or in the aggregate, has had or would be reasonably expected to have, a material adverse effect on the business, financial condition, assets and liabilities, operations or results of operations of the Company and its subsidiaries, taken as a whole; provided that no change,

events, effects or developments to the extent arising out of, relating to or resulting from the following will be deemed to be or constitute a Company Material Adverse Effect or will be taken into account when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur:

Certain of Parent’s and Merger Sub’s representations and warranties in the Merger Agreement are qualified by a “Parent Material Adverse Effect” standard (that is, they will not be deemed to be untrue and incorrect unless their failure to be true and correct would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect). For purposes of the Merger Agreement, a Parent Material Adverse Effect means a failure of any such representations and warranties of Parent and Merger Sub to be true and correct that would, individually or in the aggregate, reasonably be expected to prevent, materially delay, or have a material adverse effect on the ability of Parent or Merger Sub to perform its obligations under the Merger Agreement or to consummate the transactions.

Pursuant to the Merger Agreement, during the Interim Period, except (a) as set forth in the Merger Agreement; (b) as set forth in the Company Disclosure Letter; (c) as required by applicable law; (d) as necessary or advisable in response to any cybersecurity measures, or to protect the health and safety of the Company’s and its subsidiaries’ employees, suppliers, partners and other individuals having business dealings with the Company and its subsidiaries, in each case, to the extent practicable under the circumstances, after written notice to and prior consultation with Parent; or (e) as approved by Parent in writing (which approval cannot be unreasonably withheld, conditioned or delayed), the Company agreed to, and to cause each of its subsidiaries to, use its commercially reasonable efforts to (i) preserve intact in all material respects its assets, properties and material contracts; (ii) conduct its business in all material respects in the ordinary course of business; and (iii) preserve intact in all material respects its significant commercial relationships with third parties. The Company also agreed to consult with Parent in good faith prior to implementation of any material change to its information technology systems, digital infrastructure or artificial intelligence strategy or use, including adoption of new technologies or entry into or expansion or renewal of any material technology-related contracts, and to collaborate with Parent in good faith on the evolution of the Company’s artificial intelligence and technology roadmap.

In addition, the Company has agreed that, during the Interim Period, subject to the same exceptions described above, the Company will not, and will not permit any of its subsidiaries to, among other things:

Upon the terms and subject to the conditions set forth in the Merger Agreement, each party to the Merger Agreement will (and will cause its affiliates to, if applicable) use their respective reasonable best efforts to (a) take (or cause to be taken) all actions; (b) do (or cause to be done) all things; and (c) assist and cooperate with the other parties in doing (or causing to be done) all things, in each case as are necessary, proper or advisable pursuant to applicable law or otherwise to consummate and make effective, as promptly as practicable, the Merger and the Transactions, including by (i) causing the conditions to the Merger set forth in the Merger Agreement to be satisfied and (ii) (A) obtaining all consents, waivers, approvals, orders and authorizations from governmental authorities and (B) making all registrations, declarations and filings with governmental authorities, in each case that are necessary or advisable to consummate the Transactions.

If and to the extent necessary to obtain clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions and non-responses or other authorizations pursuant to the HSR Act, any other antitrust laws, any foreign investment laws, and FSR Laws, or any CSA Notifications or CSA Approval applicable to the Merger, and to avoid or eliminate each and every impediment under any antitrust laws, foreign investment laws, FSR Laws and any other laws applicable to the Merger as promptly as practicable and in any event at least five (5) business days prior to the Termination Date, each of Parent and Merger Sub will (and will cause their respective affiliates to, if applicable) offer, negotiate, commit to and effect, by consent decree, hold separate order or otherwise, and take all actions necessary to avoid or eliminate each and every impediment and obtain all clearances, consents, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations under the HSR Act, foreign investment law, FSR Law and any other laws and CSA Approval including (a) the sale, divestiture, transfer, license, disposition, or hold separate (through the establishment of a trust or otherwise), of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties, products or businesses of Parent, Merger Sub and their respective affiliates and the Company and its subsidiaries; (b) the termination, modification, or assignment of existing relationships, joint ventures, contracts, or obligations of Parent, Merger Sub and their respective affiliates and of the Company and its subsidiaries; (c) the modification of any course of conduct regarding future operations of Parent, Merger Sub and their respective affiliates and of the Company and its subsidiaries; and (d) any other restrictions on the activities of Parent, Merger Sub and their respective affiliates and the Company and its subsidiaries, including the freedom of action of Parent, Merger Sub and their respective affiliates and of the Company and its subsidiaries with respect to, or their ability to retain, one or more of their respective operations, divisions, businesses, product lines, customers, assets or rights or interests, or their freedom of action with respect to the assets, properties, or businesses to be acquired pursuant to the Merger Agreement; in each case, so as to allow the consummation of the Merger as soon as practicable.

The Company, Parent, and Merger Sub will (and will cause their respective affiliates to), subject to any restrictions under applicable laws, (a) promptly notify the other parties of, and, if in writing, furnish the others with copies of (or, in the case of oral communications, advise the others of the contents of) any material communication received by such person from a governmental authority in connection with the Merger and permit the other parties to review and discuss in advance (and to consider in good faith any comments made by the other parties in relation to) any proposed draft notifications, formal notifications, filings (except for filings made under the HSR Act), submission or other written communication (and any analyses, memoranda, white papers, presentations, correspondence or other documents submitted therewith) made in connection with the Merger to a governmental authority; (b) keep the other parties

informed (on a prompt basis) with respect to the status of any such submissions and filings to any governmental authority in connection with the Merger and any developments, meetings or discussions with any governmental authority in respect thereof, including with respect to (i) the receipt of any non-action, action, clearance, consent, approval, waiver or other authorizations; (ii) the expiration or termination of any waiting period; (iii) the commencement or proposed or threatened commencement of any investigation, litigation or administrative or judicial action or proceeding under applicable laws, including any proceeding initiated by a private party; and (iv) the nature and status of any objections raised or proposed or threatened to be raised by any governmental authority with respect to the Merger; and (c) not independently participate in any meeting, hearing, proceeding or discussions (whether in person, by telephone, by video or otherwise) with or before any governmental authority in respect of the Merger without giving the other parties reasonable prior notice of such meeting or substantive discussions and, unless prohibited by such governmental authority, the opportunity to attend or participate. However, each of the Company, Parent and Merger Sub may reasonably designate any commercially sensitive information provided to any governmental authority as restricted to “outside counsel only” and any such information will not be shared with employees, officers or directors or their equivalents of the other without approval of the party providing the commercially sensitive information; provided that each of the Company, Parent and Merger Sub may redact any valuation and related information before sharing any information provided to any governmental authority with another party on an “outside counsel only” basis, and that the Company, Parent and Merger Sub will not in any event be required to share information that benefits from legal privilege with the other parties, even on an “outside counsel only” basis, where this would cause such information to cease to benefit from legal privilege.

Notwithstanding anything in the Merger Agreement to the contrary, nothing in the Merger Agreement will require Parent, Merger Sub or any of Parent’s affiliates to, and the Company will not, without the prior written consent of Parent, agree or otherwise be required to take any action, with respect to the assets, properties, business or operations of any affiliates of Parent or Guarantors, any investment funds or investment vehicles affiliated with, or managed or advised by such persons, or any portfolio company (as such term is commonly understood in the private equity industry) or direct or indirect investment of Guarantors or of any investment fund or investment vehicle, or any interest therein; provided, further, that, notwithstanding the foregoing, nothing in the Merger Agreement will require the Company or any of its subsidiaries to enter into any agreement or consent decree with the DOJ, FTC or any other governmental authority or take, or agree to take, any other action that is not conditioned on the Closing.

Each party will (and will cause their respective affiliates to, if applicable) (a) within 20 business days of entering into the Merger Agreement, file with the FTC and the DOJ a Notification and Report Form relating to the Merger Agreement and the Merger as required by the HSR Act and (b) as promptly as reasonably practicable after entering into the Merger Agreement submit all other notifications (in final form or, where applicable, draft form) filings, forms or registrations under the applicable antitrust, foreign investment and FSR laws. In relation to this, each party will supply (or cause to be supplied), any additional information that may be required or requested by the FTC, the DOJ or the governmental authorities of any other applicable jurisdiction in which any such filing is made.

Parent will oppose any request for, the entry of, and seek to have vacated or terminated, any order of any governmental authority that could restrain, prevent or delay any required clearances, approvals, waivers, actions, waiting period expirations or terminations, non-actions or other authorizations applicable to the Merger, including by defending through litigation, any action asserted by any person in any court or before any governmental authority and by exhausting all avenues of appeal, including appealing properly any adverse decision or order by any governmental authority, it being understood that Parent will bear the costs and expenses of all such actions.

Each party agreed to, as promptly as practicable after entering into the Merger Agreement, submit the required notification to the CMAs. Each of Parent and the Company will, as promptly as practicable following the signing of the Merger Agreement, submit the notification to the CMAs, and (a) cooperate and coordinate (and cause their respective affiliates to cooperate and coordinate) with the other in the making of such notification; (b) supply the other (or cause the other to be supplied) with any information that may be required in order to make such notification; (c) supply (or cause to be supplied) any additional information that may be required or requested by the relevant governmental authorities; and (d) take (and cause their affiliates to take) all actions necessary, proper or advisable to obtain consent of the CMAs as promptly as practicable and in any event at least five (5) business days prior to the Termination Date. The parties have also agreed to promptly inform the other of any communication from any governmental authority regarding the Merger in connection with such notification.

Each party also agreed to, as promptly as reasonably practicable after entering into the Merger Agreement, submit the required CSA Notifications. Each of Parent and the Company also agreed to (a) cooperate and coordinate (and to cause its respective affiliates to cooperate and coordinate) with the other in the preparation of any required FOCI Mitigation Plan, in form and substance reasonably satisfactory to Parent, the Company, and the CSA; (b) supply the other (or cause the other to be supplied) with any information that may be required in order to make such submissions; (c) supply (or cause to be supplied) any additional information that may be required or requested by the CSA; and (d) take (and cause their affiliates to take) all actions necessary, proper or advisable to obtain CSA Approval, which CSA Approval will, with respect to any given CSA, be satisfied if, after sixty (60) days from such time that the applicable CSA Notification was submitted, such CSA has neither (i) informed any party that it intends to invalidate any FCL of the Company or its subsidiaries if the Closing occurs in the absence of a CSA approved FOCI Mitigation Plan nor (ii) proposed or requested submission of a FOCI Mitigation Plan.

During the Interim Period, the Company and its subsidiaries will not, and will not authorize or knowingly permit any of their respective representatives (in their capacities as such) to directly or indirectly:

Notwithstanding these restrictions, at any time after the date of the Merger Agreement and the earlier to occur of the termination of the Merger Agreement and the receipt of the Requisite Stockholder Approval, the Company and the Company Board (or a committee thereof, including the Special Committee) may, directly or indirectly through one or more of their representatives, (a) participate or engage in discussions or negotiations with; (b) furnish non-public information relating to the Company to; or (c) afford access to the business, properties, assets, books, records or personnel of the Company pursuant to an acceptable confidentiality agreement to any third party if (and only if) such third party has made, renewed or delivered to the Company a bona fide, written Acquisition Proposal after May 2, 2026, that did not result from a breach of the non-solicitation provisions of the Merger Agreement that the Company Board (or a committee thereof, including the Special Committee), determines in good faith, after consultation with its outside counsel and its financial advisors, based on information then available, both that (i) such Acquisition Proposal constitutes, or would reasonably be expected to lead to, a Superior Proposal and (ii) the failure to take such actions would be inconsistent with its fiduciary duties under applicable law.

For purposes of the Merger Agreement:

The Company has agreed to use its commercially reasonable efforts to, and to cause its subsidiaries and their respective representatives to provide Parent with such customary cooperation as reasonably requested by Parent to arrange, syndicate and obtain any debt financing to be obtained to fund the transactions contemplated by the Debt Commitment Letter including using commercially reasonable efforts to: (a) cause appropriate members of senior management of the Company (and using commercially reasonable efforts to cause advisors) to participate in a reasonable and customary number of meetings (including customary one-on-one meetings and calls), presentations, road shows, due diligence sessions, drafting sessions, conference calls, sessions with rating agencies or other customary financing activities, in each case which shall be telephonic or held by videoconference (unless otherwise reasonably agreed) and at reasonable times to be mutually agreed and with reasonable advance notice; (b) provide reasonable and customary assistance to Parent and the Financing Sources (as defined in the Merger Agreement) in the preparation of customary offering documents, syndication memoranda, rating agency presentations and other marketing material for the Debt Financing or any Capital Markets Issuance (as defined in the Merger Agreement), including the execution and delivery of customary authorization letters related thereto (including customary representations with respect to the absence of material non-public information in the public-side versions of documents and the absence of material misstatements or omissions) and customary financial officer and similar certificates with respect to certain financial information of the Company in the offering documents not otherwise covered by a “comfort” letter, in each case to the extent reasonably requested by Parent or the underwriters or initial purchasers of such offering; (c) request customary cooperation and assistance of the Company’s independent auditors (including by delivering customary representation letters to the auditors) to (i) provide customary “comfort” letters (including “negative assurance” and change period comfort) in connection with the offering of debt securities pursuant to the Debt Financing or any Capital Markets Issuance, (ii) deliver customary consents to the inclusion of the Company’s auditor reports in any offering documents in connection with a Capital Markets Issuance and (iii) attend accounting diligence sessions; (d) assist in the preparation and negotiation, and in the execution and delivery at Closing, of the Debt Financing documents (including any pledge and security documents and other definitive financing documents), including assistance with the preparation of schedules and exhibits thereto or other customary informational requirements relating to the Company and its

subsidiaries as are reasonably requested by Parent or the Financing Sources, and otherwise assisting in facilitating the creation and perfection of the security interests in the collateral contemplated by the Debt Financing; provided that no such document or certificate, and no creation or perfection of any security interest in any of the equity of or assets owned by the Company and its subsidiaries, shall be effective prior to the Effective Time; (e) as promptly as reasonably practicable, furnish Parent with the Required Financing Information (as defined in the Merger Agreement); it being understood that Parent shall (and, for the avoidance of doubt, the Company shall not) be responsible for the preparation of any pro forma financial statements or pro forma adjustments thereto; (f) cooperate with Parent, and take all corporate, limited liability company, partnership or other similar actions reasonably requested by Parent as reasonably necessary to authorize the consummation of the Debt Financing or any Capital Markets Issuance and the Preferred Equity Financing; provided that no such corporate or other action shall be effective prior to the Effective Time; (g) at least four (4) business days prior to the Closing Date, furnish Parent and the Financing Sources promptly with all customary documentation and other information with respect to the Company that any Financing Source has reasonably requested at least nine (9) business days prior to the Closing Date and that such Financing Source has determined is required by U.S. regulatory authorities pursuant to applicable “know your customer” and anti-money laundering rules and regulations; and (h) cooperate with Parent and the Financing Sources to obtain customary corporate, facility and securities credit ratings from any rating agency in connection with the Debt Financing or any Capital Markets Issuance.

Pursuant to the Merger Agreement, at least two (2) business days prior to the Effective Time, following Parent’s written request, with respect to the Company Indebtedness (as defined in the Merger Agreement) to be repaid at the Effective Time, the Company shall use commercially reasonable efforts to deliver to Parent draft payoff letters (with final executed payoff letters delivered one (1) business day prior to the Effective Time) in customary form from the lenders (or their applicable representative) with respect to the Company Credit Agreement, stating the amounts required to pay in full all obligations (other than any contingent reimbursement and indemnity obligations that expressly survive termination of the Company Credit Agreement) thereunder and to effect the release of any related guarantees, liens or other security interests (subject to the finalization of such amounts prior to the Effective Time).

At or prior to the Effective Time, Parent shall provide (or cause to be provided) to the Company funds in an amount equal to the amount necessary for the Company to repay and discharge in full all amounts outstanding pursuant to the Company Indebtedness and, upon the receipt thereof, concurrently with the Effective Time, the Company shall repay and discharge such Company Indebtedness. At Parent’s written request, the Company shall use its commercially reasonable efforts to facilitate any back-stop, “rollover” or termination of any existing letters of credit under the Company Credit Agreement.

The surviving corporation and its subsidiaries will (and Parent will cause the surviving corporation and its subsidiaries to) honor and fulfill, in all respects, the obligations of the Company and its subsidiaries pursuant to any indemnification agreements between the Company and any of its subsidiaries or affiliates, on the one hand, and any of their respective current or former directors, officers or employees (and any person who becomes a director, officer or employee of the Company or any of its subsidiaries prior to the Effective Time), on the other hand (each, together with such person’s heirs, executors and administrators, an “Indemnified Person” and, collectively, the “Indemnified Persons”). In addition, for a period of six (6) years following the Effective Time, the surviving corporation and its subsidiaries will, and Parent will cause the surviving corporation and its subsidiaries to, cause all the organizational

documents of the surviving corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable to the Indemnified Persons as the indemnification, exculpation and advancement of expenses provisions set forth in the organizational documents of the Company and its subsidiaries that are in effect as of the date of the Merger Agreement. During such six (6) year period, such provisions of such organizational documents and the provisions of each indemnification agreement with respect to indemnification, exculpation and advancement of expenses may not be repealed, amended or otherwise modified in any adverse manner except as required by applicable law.

Without limiting the foregoing, for a period of six (6) years following the Effective Time, the surviving corporation and its subsidiaries will, and Parent will cause the surviving corporation and its subsidiaries to, indemnify and hold harmless, to the fullest extent permitted by applicable law, each Indemnified Person from and against any costs, fees and expenses, including attorneys’ fees and investigation expenses, judgments, fines, penalties, losses, claims, damages, liabilities and amounts paid in settlement or compromise in connection with any actual or threatened legal proceeding, whether civil, criminal, administrative or investigative, whenever asserted, to the extent that such legal proceeding arises, directly or indirectly, out of or pertains, directly or indirectly, to (a) the fact that an Indemnified Person is or was a director, officer or employee of the Company or such subsidiary or affiliate; (b) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer or employee of the Company or any of its subsidiaries or other affiliates, or taken at the request of the Company or such subsidiary or affiliate (including in connection with serving at the request of the Company or such subsidiary or affiliate as a director, officer, employee, agent, trustee or fiduciary of another person (including any employee benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time); or (c) the Merger or the other transactions contemplated hereby, as well as any actions taken by the Company, Parent or Merger Sub with respect to the Merger (including any disposition of assets of the surviving corporation or any of its subsidiaries that is alleged to have rendered the surviving corporation or any of its subsidiaries insolvent).

If, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification pursuant to the Merger Agreement terms described in the paragraph directly above, then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such legal proceeding, the surviving corporation will advance all fees and expenses (including fees and expenses of any counsel) as incurred by an Indemnified Person in the defense of such legal proceeding upon receipt of an undertaking by such Indemnified Person (which will not require any security) to repay such amount if it will ultimately be determined that such Indemnified Person is not entitled to be indemnified pursuant to the preceding sentence. None of Parent, the surviving corporation nor any of their respective affiliates will settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any legal proceeding for which indemnification may be sought by an Indemnified Person pursuant to the Merger Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Persons from all liability arising out of, or relating to, such legal proceeding. Any determination required to be made with respect to whether the conduct of any Indemnified Person complies or complied with any applicable standard will be made by independent legal counsel selected by such Indemnified Person (which counsel will be reasonably acceptable to Parent), the fees and expenses of which will be paid by the surviving corporation.

For a period of six (6) years following the Effective Time, Parent and the surviving corporation will maintain in effect directors’ and officers’ liability, fiduciary liability and employment practices liability insurance (“D&O Insurance”) from an insurance carrier(s) with the same or better credit rating as the Company’s current directors’ and officers’ liability, fiduciary liability and employment practices liability insurance carriers in respect of acts and omissions occurring at or prior to the Effective Time on terms (including with respect to coverage, conditions, retentions and limits) that are not less favorable to the insureds thereunder than the D&O Insurance in effect as of immediately prior to the Effective Time; provided that the surviving corporation will not be obligated to pay an aggregate annual cost in excess of 300% of the aggregate premium paid by the Company for such insurance in effect as of immediately prior to the Closing, which amount is referred to as the maximum amount. If the aggregate annual cost of such insurance exceeds the maximum amount, then the surviving corporation will obtain such insurance with the greatest coverage available for a cost not exceeding the maximum amount. In satisfaction of the foregoing obligations, prior to the Effective Time, the Company may purchase (and, if the Company does not purchase prior to the Effective Time, then Parent may purchase) prepaid directors’ and officers’ liability, fiduciary liability and employment practices liability “tail” insurance from an insurance carrier(s) with the same or better credit rating as the Company’s current directors’ and officers’ liability, fiduciary liability and employment practices liability insurance carrier(s) in respect of acts and omissions occurring at or prior to the Effective Time on terms (including with respect to coverage, conditions, retentions and limits) that are not less favorable to the insureds thereunder than the insurance in effect as of

immediately prior to the Effective Time so long as the aggregate cost for such “tail” insurance does not exceed the maximum amount. If the aggregate cost of such “tail” insurance exceeds the maximum amount, then the Company, or Parent, as the case may be, will obtain “tail” insurance with the greatest coverage available for a cost not exceeding the maximum amount. If the Company (or Parent) elects to purchase such a “tail” insurance prior to the Effective Time, the surviving corporation will (and Parent will cause the surviving corporation to) maintain such “tail” insurance in full force and effect for a period of no less than six (6) years after the Effective Time and continue to honor its obligations under such “tail” policy.

Pursuant to the Merger Agreement, from and after the Effective Time, the surviving corporation has agreed to (and Parent shall cause the surviving corporation to) assume and honor all of the Company’s employee benefit plans in accordance with their terms as in effect immediately prior to the Effective Time and, in good faith, interpret its provisions consistent with past practice.

For a period of twelve (12) months following the Effective Time, Parent has agreed to provide (and to cause the surviving corporation and its subsidiaries to provide) each individual who is an employee of the Company or any of its subsidiaries immediately prior to the Effective Time (including those on vacation, sick leave, maternity leave, military service, lay-off, disability or other paid time off or leave of absence) and who continues to be an employee of Parent or one of its subsidiaries (including the surviving corporation) immediately following the Effective Time (each, a “Continuing Employee”) (a) a base salary or wage rate, as applicable, and short-term cash incentive opportunities, that are, in each case, no less favorable than those in effect for such Continuing Employee immediately before the Effective Time; (b) severance and termination benefits that are no less favorable than those applicable to such Continuing Employee immediately before the Effective Time; and (c) all other benefit or compensation plans, programs, policies, agreements or arrangements of the surviving corporation or any of its subsidiaries (including nonqualified deferred compensation but excluding defined benefit pension, long-term, change in control, transaction-related, retention, and equity and equity-based compensation) at levels that are substantially comparable in the aggregate to those in effect for (or available to) such Continuing Employee under the employee plans as of immediately prior to the Effective Time. At the Effective Time, certain cash retention awards will be granted to certain of the Company’s executive officers, as described in more detail in the section of this proxy statement captioned “The Merger — Treatment of the Company’s Equity Awards — Retention Awards with the Company.”

With respect to each benefit or compensation plan, program, policy, arrangement or agreement that is made available to any Continuing Employee at or after the Effective Time (each such plans, a “New Plan”), Parent has agreed to provide credit to each Continuing Employee for all service with the Company and its subsidiaries prior to the Effective Time for purposes of eligibility to participate, vesting, entitlement to benefits and level of benefits where length of service is relevant (including for purposes of vacation accrual, equity or equity-based incentive compensation and severance entitlement or termination pay), except to the extent that it would result in duplication of compensation or benefits for the same period of service. In addition, Parent and its subsidiaries (including the surviving corporation) must take reasonable best efforts to (a) ensure each Continuing Employee will be immediately eligible to participate, without any waiting period, in any and all New Plans to the extent that coverage pursuant to any such New Plan replaces coverage pursuant to a corresponding employee benefit plan of the Company and its subsidiaries (such plans, the “Old Plans”); (b) waive all waiting periods, pre-existing condition exclusions, evidence of insurability requirements and actively-at-work or similar requirements under each New Plan providing life insurance, medical, dental, pharmaceutical, vision or disability benefits; (c) provide full credit under each New Plan providing medical, dental, pharmaceutical, or vision benefits for any eligible expenses incurred by the Continuing Employees and their covered dependents during the portion of the plan year of the Old Plan ending on the date that Continuing Employees’ participation in the corresponding New Plan begins for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employees and their covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan; and (d) credit the accounts of the Continuing Employees under any New Plan that is a flexible spending account plan with any unused balances in the account of such Continuing Employees under the Old Plan that is a flexible spending account plan. Any vacation or paid time off accrued but unused by a Continuing Employee as of immediately prior to the Effective Time will be credited to such Continuing Employee following the Effective Time, and will not be forfeited on account of accrual limits or other forfeiture.

Pursuant to the Merger Agreement, Parent has agreed to (and to cause the surviving corporation or its subsidiaries to) pay to each Continuing Employee who participates in the annual or other short-term cash incentive plans of the Company and its subsidiaries for the 2026 fiscal year or other applicable 2026 performance period and who remains employed with Parent through the date required by the applicable plan, a bonus or other short-term incentive based on the actual level of achievement of the applicable performance criteria (as determined consistent with the Company’s

past practice and after giving appropriate effect to the Transactions) for such 2026 fiscal year or other applicable 2026 performance period at the same time or times that such bonuses are typically paid.

The Merger Agreement contains other covenants and agreements, including a covenant in which each of Parent and the Company covenant or agree to consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the Merger, and will not issue any such press release or make any such public statement without consulting with the other party, except as otherwise provided in the Merger Agreement.

In addition, the Company agreed to:

The respective obligations of each of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by Parent and the Company, if permissible under applicable law) at or prior to the Effective Time of each of the following conditions: